ESQ Legal Practice Magazine October 2021 Edition by ESQ Legal Practice Magazine

BUILDING A

BAR FIT FOR

PURPOSE N1000 $3.85 £3.12 F I N A N C E M A R K E T I N G M A N A G E M E N T T E C H N O L O G Y S P O R T S L I F E S T Y L E

CELEBRATING THE

African w man 12th-13th

of March, 2022

F I N A N C E M A R K E T I N G M A N A G E M E N T

For Enquiries about participation, Sponsorship, Exhibition, or Partnership, Please Call: +234 803 526 9055 +234 813 267 6084 +234 814 940 6124 +234 708 162 7351 womentalityfoundation@gmail.com www.womentalityfoundation.com

T E C H N O L O G Y S P O R T S L I F E S T Y L E

ESQ PRACTICAL LAWYERS ACADEMY INTRODUCES

CLE WEBINAR PLATFORM The CLE Webinar Platform will provide unlimited virtual access for CLE programmes to African Lawyers and their clients. ESQ's mission is its commitment to the development of a robust and comprehensive continuous Legal Education for Lawyers and their clients across Africa.

Mondays & Wednesdays | 1:00pm WAT

Fridays | 11:00am WAT

FOR BOOKINGS AND ENQUIRIES:

Proudly sponsored by

+2348132676084, trainings@esq-law.com

G. ELIAS & CO, ADVOCAAT LAW PRACTICE, BLOOMFIELD, AELEX, GREYCHAPEL LEGAL, AFRICA LAW PRACTICE

BUILDING A

BAR FIT FOR

TRIBUTE TO THE MASTER RAINMAKER GBENGA OYEBODE, MFR | P24 |

OPERATING IN A

CHANGING WORLD

| P12 |

VALUE ADDED TAX(VAT) Written by Advocaat Law Practice

P64 |

RISK BASED SUPERVISION FRAMEWORK IMPLEMENTATION & CAPACITY DEVELOPMENT PROJECT5 WAYS WORKING IN LAW CAN IMPACT

P67 |

5 WAYS WORKING IN LAW CAN IMPACT YOUR MENTAL HEALTH & STEPS TO AVOID CRISIS

P68 |

HOW TO COMMAND RESPECT WHEN YOU'RE THE NEW HIRE AT A LAW FIRM

P72 | A NEW HORIZON FOR DEBTORS & CREDIT PROVIDERS IN LESOTHO

COVID-19 & TAXES: NEW REALITIES

IN AFRICA

| P30|

| P76 |

GOOGLE'S LATEST BEST PRACTICES FOR PAGE TITLES | P70 |

P74 | HOW TO DEAL WITH A DIFFICULT BOSS P88 | THE BMW 7 SERIES SEDAN P92 | LEGAL STYLE STATEMENT

Escape to Hawaii | P80 |

oluwatosin

temitayo

Solanke

Samuel

Oluwatosin was called to the Nigerian Bar in 2011 and holds an LL.M Degree in Commercial Law from the University of Cape Town, South Africa. She is the Administrator and Head of Training at ESQ Trainings Limited and also a member of the ESQ Legal Practice Magazine editorial team.

Temitayo's background in ﬁnance and administration makes her an invaluable asset to Esq Trainings Limited. She also holds the position of a community manager. Temitayo is the brain behind some of the company's latest investment. She adds value by assisting lawyers with good ideas on how to translate legal expertise to proﬁtability.

lilian

Allosse Lilian Allosse is the Creative Director at ESQ Training Limited. She loves to bring ideas to life, and is driven by the need to be a major gamechanger globally. She has garnered experience in brand and digital experiences especially print, electronic and digital media. She has expertise in Branding Design and Strategy, Corporate and Personal Branding, Visual Communication, amongst many others. She enjoys Art, Traveling and Fashion.

janet

Nwoke Janet is a seasoned communicator with years of experience in public speaking. Her background in English Language at Obafemi Awolowo University informs her book editing skills. She is multitasking, and this ability makes her ﬁt into opportunities seamlessly. Also, She is the CEO of Royal Impeccable Gallery, the home of beads, auto gele, make up, and dress making.

omobolade

Adigun Omobolade Adigun is a Learning and Development Specialist with a cumulative of 7 years experience with over 3 years experience in Learning and Development. He also has a knack for Business Development. Currently, he is the Business Development Manager at ESQ Trainings Limited.

chidinma

Agu

Chidinma is a seasoned lawyer with the role of research and development at Esq Training Limited. She finished from Obafemi Awolowo University IleIfe, Osun state. She is currently a member of a continuous legal education NGO affiliated to the United Nations Office on Drugs and Crime (UNODC) called the Legal Advocacy in Response to Drugs and related organized crime in Nigeria (LARDI). She has also diversified into the real estate sector of the economy and she believes herself to be a seasoned research development personnel.

ose

Etubu Ose heads the business development team at EsQ. He has over 7 years professional experience in Business Development, Strategic Planning, Marketing & Communications.

ifeoluwa

Ajijola

Head Of Training/ Administration: Tosin Solanke Community/finance Manager: Temitayo Samuel Business Development team Ose Etubu Omobolade Adigun Ifeoluwa Ajijola Research & Communications: Chidinma Agu Human Resource Manager: Janet Nwoke Olurotimi Akeredolu San Gbenga Oyebode Mfr Kayode Sofola San Prof. Mrs. Yinka Omoregbe Dr. Dayo Adaralegbe Lilian Allosse Theophilus Ayeteni Legal Interns: Ademiluyi Opeyemi Ekenedu Chidmma Idowu Akintunde

Ifeoluwa is a Business Development Executive with over 4 years experience in Business Development, Copy writing and Lifestyle management. She excels at creative thinking, Brainstorming and generating innovative ideas that tackles problems related to branding and marketing.

+234 813 267 6084 +234 803 526 9055 esqlegalpracticemag@gmail.com trainings@esq-law.com

Block 58A, Plot 18A, Omorinre Johnson, Lekki Phase 1, Lagos

lere.fashola@esq-law.com

Disruptions in the Legal Industry in Africa

Lere Fashola

The practice of law has been largely shielded from technological developments in the course of the past 50 years. While the ways in which legal professionals process and share information have evolved with new technologies - primarily with the emergence of personal computers, email and the internet - these technologies have not fundamentally transformed it. which have been around for

t is an understatement to say that we are in an era of change and transition. We all returned home about a year ago due to the COVID-19 pandemic and law firms' IT experts demonstrated their worth. Some law firm partnerships went on to have amazingly "normal" or better years, at least financially. While there is still much discussion about what the "new normal" will look like, the majority of the conversation is on how much space and how many support workers we truly need, who gets to work from home, and how we keep our culture and communicate it to new recruits and laterals. These are all significant issues that leadership teams must address in the near future. However, there is a quickly growing business model transition in the legal industry that will not be as abrupt, will not seem as seismic, but will have a far more long-term and uncomfortable consequence. www.esq-law.com

what appears to be eternity have seen little or no use in Positioning African law firms the legal industry in Africa. for prosperity post-Covid-19 One of the most sensible requires accessibility and innovation. In order to achieve investments law firms can this, law firms need to have in make right now is in technology, which will allow place, robust, Business them to have access to their Continuity Plans (BCP) through the use of technology. clients while also allowing their clients to have access to COVID-19 has caused a great them. To put it another way, deal of distress, especially in law firms must invest in terms of human lives lost and technology in order to ensure their long-term viability. economic devastation. However, there are a number of things about it that could be Law firms that are serious about their clients and transformative. It has prompted us to have the types committed to providing timely and efficient service to of global dialogues about them are obligated by the connectedness in a global economy that we should have business case to invest in robust technology that will been having anyway, ensure accessibility and the particularly in Africa. The AfCFTA's upcoming adoption integrity of information also necessitates connectivity provided by and to clients in a secure environment. and the use of internet platforms. Using technologies Today's early-career lawyers that have been available for years but have seen little use. are most likely to adapt well to the changes accompanied with the use of technology, or Some technologies for even welcome them, as they connectivity such as: Webex have been socialised in a (Cisco); Zoom; Google Duo; world full of subscription Teams (Microsoft); services, unlimited flat fees GoToMeeting; and Skype

and social media communication. The fact that Artificial Intelligence will take care of much of the low-level grunt labour which hitherto had associates slaving away at their desks beyond midnight will be as natural to them as calling an Uber through Siri or Alexa. Changes in the nature of legal work will also benefit the digital-native generation of lawyers, who are more likely to grasp and care about issues like blockchain and smart contracts. Senior law firm partners, on the other hand, may feel a loss of authority and position that affects their sense of self. Lawyers often describe themselves in terms of the work they undertake and the archetypal features that have been assigned to them. One of the greatest risks for law firms is that senior executives may refuse to adjust their present self-image in the face of unavoidable evidence of change. This aversion to change and reinvention may be the greatest threat to the legal profession's relevance and existence as we know it.

Esq Legal Practice | 11

law firm

OPERATING IN A

CHANGING WORLD A NOTE ON ESG-RELATED COMPLIANCE OBLIGATIONS FOR NIGERIAN COMPANIES

ESG — which stands for Environmental, Social and Governance — ensures that with the application of these three criteria, a company's method of operations is considered alongside its profitability. ESG compliance therefore fuses ethical practices into business operations by ensuring that in addition to providing value for its investors, companies also add value to other stakeholders (e.g., the environment, employees, host communities, customers, suppliers, labour union and host governments).

ey considerations within the ESG framework include:

biodiversity, waste how a company polices management and water itself by focusing on issues use. such as disclosures, Ÿ Social: looking at how the transparency, board structure/diversity, anticompany treats people by Ÿ Environmental: examining concentrating on bribery and corruption and renumeration. how a business performs employee relations, as a steward of the diversity, health and environment by focusing safety, working conditions To achieve sustainable on issues such as climate and community relations. development, governments change, pollution, Ÿ Governance: examining are utilising formal

12 | Esq Legal Practice

regulations to nudge companies and investors to increasingly incorporate ESG principles and requirements into their business practices and investment decisions. The aim of this note is therefore to highlight some obligatory ESG related requirements under Nigerian law. We will

www.esq-law.com

Constitution. Chapter II of the Nigerian Constitution contains environmental, social and governance directive principles that government actors exercising legislative, executive and judicial powers are required to observe (e.g., recognition business level perspective for increasingly concerned of diversity, promotion of companies operating in about ESG issues; integration, provision of Nigeria, some of the Ÿ Improves the recognized benefits of this development of Nigerian social welfare, ensuring the content, which is critical to good of the community and cooperation, which are based on the implementation of a sustainable development; protection of the environment). Expectedly, Ÿ Improves employee well-defined ESG these principles are slowly performance, resource framework are as follows8: seeping into formal rules and efficiency, cost savings regulations and in some and productivity; and Ÿ Enhances corporate cases as highlighted in the reputation and improves Ÿ Facilitates access to table below, are now capital. stakeholders' perception couched in obligatory terms. of the business; Ÿ Creates a positive synergy To activate these benefits with sector regulators and inherent in the sound other government actors, understanding of the concept Nigerian regulators are also giving focused attention to which reduces regulatory of ESG as a true mark of ESG issues. For example, the and political risks; business sustainability, Central Bank of Nigeria in Ÿ Mitigates operational risks businesses must approach 2012 issued general and (e.g., employee strikes, the application of ESG sector specific sustainable environmental disasters); principles from the banking principles to be perspective of a cultural Ÿ Mitigates community adopted and implemented by value that should be deeply disputes, which are all banks, discount houses prevalent in Nigeria, rooted in their operations and development finance and not viewed simply as a particularly in the institutions. In 2018, the compliance issue to be ticked extractive industries; Nigerian Stock Exchange Ÿ Aids in the establishment off from time to time. (NSE) introduced the of a social licence to Sustainability Disclosure operate, which is critical On its part, the Nigerian government should actively Guidelines aimed at when operating in a integrating sustainability in incorporate ESG principles developing country like listed organisations. into national legislation in Nigeria; order to nudge high quality Ÿ Improves managerial Also, the Nigerian Code of operations from companies decision-making and Corporate Governance enhances long-term value and thus drive the issued by the Financial sustainable development of creation; Reporting Council of Ÿ Enhances the ability of the Nigeria. The duty of Nigeria in 2018 requires company to attract, retain government actors to drive companies to pay adequate and motivate top talents – sustainable development is attention to sustainability recognised in the Nigerian employees are

Nigeria is the largest economy in Africa with a youthful and rapidly growing population, thus making it an ideal place for investment. Sadly, it is a country faced with major socioeconomic challenges such as corruption, infrastructure gaps, insecurity, extreme poverty, food insecurity, energy poverty, unemployment, inadequate healthcare and an ailing education system. first discuss briefly why ESG analysis is relevant within the Nigerian context.

Why is ESG relevant in Nigeria? Nigeria is the largest economy in Africa with a youthful and rapidly growing population, thus making it an ideal place for investment. Sadly, it is a country faced with major socio-economic challenges such as corruption, infrastructure gaps, insecurity, extreme poverty, food insecurity, energy poverty, unemployment, inadequate healthcare and an ailing education system. To reverse these ugly trends, a collaborative approach must be adopted by business leaders and the government to jointly take steps and introduce initiatives that will engender sustainable development in Nigeria. One way of engaging in such partnership is through the incorporation of ESG principles and activities into business operations given the linkage between the application of ESG principles and sustainable development. From a

www.esq-law.com

Esq Legal Practice | 13

issues. In 2020, the Securities and Exchange Commission (SEC) released the SEC Corporate Governance Guidelines (applicable to all public companies), which requires companies to, inter alia, recognize corruption as a major threat to national development and a sustainability issue for businesses in Nigeria.

A NEW ERA OF DIRECTORS' 'ENVIRONMENTAL OBLIGATION' UNDER NIGERIAN CORPORATE LAW? Interestingly, the recently enacted Companies and Allied Matters Act, 2020 (CAMA 2020) now imposes an 'environmental obligation' on directors of Nigerian incorporated companies by mandating directors to, in discharging their duties as directors of the company, consider the impact of the company's operations on the environment in the community where the company carries on business operations. From a corporate law perspective, Nigerian law therefore requires directors to go beyond their duty to the company, its shareholders and employees and also consider the wider interests of other stakeholders (i.e., the

14 | Esq Legal Practice

From a corporate law perspective, Nigerian law therefore requires directors to go beyond their duty to the company, its shareholders and employees and also consider the wider interests of other stakeholders (i.e., the environment and host communities) that are impacted by the operations of the company. environment and host communities) that are impacted by the operations of the company. Directors of Nigerian companies are thus expected to regularly ensure that the companies on whose board they sit are conducting themselves responsibly in their relationship with their host communities and the environment. Briefly, it is worth noting that the 'environmental obligation' imposed on directors under CAMA 2020 is different from what is contemplated and required under environmental statutes that provide for the culpability of directors and other officers of a company where the company is found to have committed an environmental offence. CAMA 2020 therefore seeks to imbue an environmental protection consciousness into the corporate governance regime of companies operating in Nigeria by making it an integral part of directors' fiduciary duty. Although the question of the

enforceability of this new directors' 'environmental obligation' is outside the scope of this note, it suffices to state that we are in an era of shareholder activism and it would not be unreasonable to expect that shareholders would invoke their statutory and contractual rights to expand the frontiers of the 'environmental obligation' imposed on directors and drive the practical incorporation of ESG principles into corporate practices. For public companies, another avenue that can be utilized to push ESG principles is the shareholders' association from information published by SEC, there are more than 100 shareholder associations registered with the Corporate Affairs Commission.

these activities may have been established without a consideration of the formal concept of ESG in mind, they nevertheless fall within the ambit of ESG consideration and are in line with ESG principles. It is important to note that the obligations highlighted in this note are in no way exhaustive as there are sector specific regulations and State level laws and regulations that provide for certain mandatory ESG related activities. Failure to perform the stated activities generally attracts sanctions, such as custodial sentence for directors/ officers, fines, sealing of premises, revocation of permits/licences, forfeiture of assets etc. It is therefore prudent for companies operating in Nigeria to regularly conduct Some Mandatory ESG Related compliance audits and Activities develop a comprehensive compliance matrix to keep We highlight below some track of mandatory practice general ESG related requirements. activities imposed on companies operating in Nigeria. Although some of

www.esq-law.com

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

ENVIRONMENTAL 1

Environmental impact assessment (“EIA”) for projects.

Environmental Impact Assessment Act (CAP E12 Laws of the Federation of Nigeria (“LFN”) 2004) (“EIA Act”)

Globally, the EIA is recognised as a feed forward tool for achieving sustainable development by balancing the objective of development with environmental protection. This is not different in Nigeria. The EIA Act21 mandates that an EIA must be conducted for any project or activity that is likely to significantly affect the environment. The EIA report is required to be submitted to the National Environmental Standards and Regulations Enforcement Agency22 (“NESREA” – the Federal environmental protection agency) for approval and a certificate issued.

Obtaining environmental permits.

NESREA (Establishment) Act, 20072

NESREA is the federal environmental protection agency that enforces general environmental standards and regulations in Nigeria, with the consequent responsibility for environmental protection, biodiversity conservation and sustainable development of Nigeria’s natural resources and environmental technology. To ensure that commercial and industrial activities are carried out in an environmentally safe manner to safeguard the environment, NESREA created different broad categories of environmental permits, such as air quality permit; waste and toxic substances permit, used electrical and electronic equipment permit; biodiversity conservation permit, eco-guard certification; and environmental import clearance. Companies carrying on operations/ activities within the scope of any of the required permits must apply for and obtain relevant permits from NESREA.

www.esq-law.com

Prohibition of activities relating to harmful waste.

Harmful Waste (Special Criminal Provisions) Act (CAP H1 LFN 2004) (“Harmful Waste Act”).

The Harmful Waste Act criminalizes all activities relating to the purchase, sale, importation, transit, transportation, deposit or storage of harmful wastes and further imposes civil liability for any damage caused.

Esq Legal Practice | 15

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

Licensing of activities affecting water sources, and water uses

Water Resources Act (CAP W2 LFN 2004) (“WRA”) and Water Use and Licence Regulations, 2016 (“WU Regs.”)

By the WRA and the WU Regs., certain activities affecting water sources and water uses are regulated and licences are required to be obtained from the Minister of Water Resources in respect of those activities and water uses. By controlling activities involving water sources and the utilisation of water, a key aim of the government is to ensure that water resources are protected by maintaining their environmental integrity and are also deployed in a sustainable manner for economic and social development.

SOCIAL 5

Protecting the health and safety of employees.

The Factories Act, (CAP F1 LFN 2004) (“FA”) and the Employees Compensation Act, 2010 (“ECA”)

Nigeria is committed to ensuring the health and safety of persons at work. The referenced laws require companies to put in place adequate processes, procedures, policies, and/or structures to ensure the protection of the health and safety of employees and for payment of compensation. The FA specifies mandatory practices for factories to guarantee the health, safety, and welfare of employees through the provision of a safe work environment. For examples, issues such as cleanliness, overcrowding, ventilation, lighting, sanitary conveniences, safety of machineries, provision of drinking water and washing facilities, first aid, and provision of protective clothing and appliances. The ECA, on its part, specifies rules to ensure that employees or their dependants are adequately compensated for any death, injury, disease, or disability arising out of or in the course of employment. The ECA requires every employer to contribute a minimum of 1% (one per cent) of its total monthly payroll or an amount assessed by the National Social Insurance Trust Fund (“NSITF”) into the Employees’ Compensation Fund (“ECF”), although the NSITF

16 | Esq Legal Practice

www.esq-law.com

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

can review the assessment rate for each (sub)-class of industry, sector or workplace. The monies in the ECF are used to, inter alia, compensate employees (or their dependants) for any death, injury, disease, or disability arising from or in the course of employment, provide rehabilitation to employees with work related disabilities, support occupational accidents and hazards prevention activities and promote workplace safety and health.

Enhancing access to affordable housing for employees

The National Housing Fund Act, (CAP N45 LFN 2004) (“NHFA”).

The NHFA established the National Housing Fund to, among others, ensure that Nigerians have access to houses at affordable prices. Within the context of employment, the NHFA requires every employer who has in its employment a Nigerian worker earning a basic salary of at least N3,000 (three thousand Naira), to deduct 2.5% (two point five percent) of the basic monthly salary of that employee as the employee’s contribution to the National Housing Fund and remit the same to the Federal Mortgage Bank of Nigeria. Employees that contribute to the National Housing Fund can, through a mortgage institution, access housing loans with fixed interest rates to build, purchase or renovate houses. Employees that do not obtain housing loans are eligible to a refund of their contribution when they attain 60 years, or retire from employment and become incapable of continuing with their contribution obligation. Although the financial obligation is ultimately placed on the employees, companies should endeavour to comply with this deduction obligation (after consultation and discussion with their employees) to aid their employees to secure affordable housing.

www.esq-law.com

Esq Legal Practice | 17

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

Provision of health insurance for employees

National Health Insurance Scheme Act (CAP N42 LFN 2004) (“NHISA”)

The National Health Insurance Scheme (“NHIS”) was established under the NHISA with the aim of ensuring that Nigerians have access to good healthcare services at an affordable cost44. Under the formal sector programme of the scheme, organised private sector employers and employees under the NHIS are generally required to participate in a social health insurance programme, further to which the health care of employees is paid for from funds created by pooling contributions of employees and employers. The employer is required to register itself and its employees under the NHIS and remit the contributions to a designated health maintenance organisation. Currently, the contribution to be made by private sector members of the scheme is 15% (fifteen per cent) of basic salary or 5% (five per cent) of the consolidated salary based on the following ratio: employer contributes 10% (ten per cent) of basic salary or 3.5% (three point five per cent) of consolidated salary, while the employee contributes 5% (five per cent) of basic salary or 1.5% (one point five per cent) of consolidated salary

18 | Esq Legal Practice

Pension contribution.

Pension Reform Act, 2014 (“PRA”).

With respect to pension, the PRA created a contributory pension scheme (“CPS”) applicable to all employers with 3 (three) or more employees. Under the CPS, employers are required to deduct at least 8% (eight per cent) of the sum of each employee’s basic salary, housing allowance and transport allowance monthly (“Monthly Emoluments”) and pay the same into the employee’s retirement savings account (“RSA”) on a monthly basis. Employers are also

www.esq-law.com

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

required to contribute at least 10% (ten per cent) of the employee’s Monthly Emoluments into the employee’s RSA monthly. The CPS, among other objectives, aims to protect retirees (and their dependants) from a bleak financial future by ensuring that they are paid retirement benefits regularly from the amounts credited to their RSA.

Maintenance of life insurance for employees.

PRA

Under the PRA, there is also a mandatory requirement for employers with a minimum of 3 (three) employees to maintain a group life insurance policy in favour of each employee for a minimum of 3 (three) times the annual total emolument of the employee for the provision of cover to the insured against death

Development and training of Nigerians

Industrial Training Fund Act (CAP I9 LFN 2004) (as amended) (“ITFA”)

As a way of ensuring that the private and public sectors have access to indigenously trained manpower, the Industrial Training Fund (“ITF”) was established pursuant to the ITFA. The aims of the ITF include promotion of skills acquisition in industry and commerce and provision of technical and entrepreneurial trainings. No doubt, the provision of indigenously trained manpower sufficient to meet the needs of the economy is a sine qua non for the actualisation of sustainable development. To fund these developmental and training objectives, every employer with 5 (five) or more employees in its establishment or having less than 5 (five) employees but with a turnover of N50,000,000 (fifty million Naira) and above per annum, is required

www.esq-law.com

Esq Legal Practice | 19

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

to contribute 1% (one per cent) of its total annual payroll to the ITF55. Employers are also imposed with a duty to train their indigenous staff and accept students for industrial attachment purposes. As an incentive to encourage employer-initiated training programmes, an employer may be entitled to 50% (fifty per cent) refund of the contributions made by it (the employer) if adequate and documented training courses were provided to the employees in accordance with the ITF’s reimbursement schemes.

Consumer protection practices

The Federal Competition and Consumer Protection Act, 2018 (“FCCP Act”)

The FCCP Act was enacted to, among other things, protect and promote the interests and welfare of consumers, and contribute to the sustainable development of the Nigerian economy. The FCCP Act applies to all undertakings and commercial activities within or having effect within Nigeria and it places obligations on manufacturers, importers, distributors and suppliers of goods and services. Such obligations include the duty to label goods properly and the duty to withdraw hazardous goods from the market. In addition, The FCCP Act contains provisions that protect the rights of a consumer; such rights include the right to be given information in plain and understandable language, the right to disclosure of prices of goods and services, the right to fair dealings and the right to safe, good quality goods.The NCCG mandatorily applies to all public companies, private

20 | Esq Legal Practice

www.esq-law.com

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

GOVERNANCE 12

Corporate practices.

Nigerian Code of Corporate Governance, 2018 (“NCCG”)

companies that are holding companies of public companies or other regulated entities, concessioned or privatized companies, and regulated private companies. The NCCG contains a total of 28 (twenty-eight) broad corporate governance principles (that focus on boards of directors and officers of the board; assurance; relationship with shareholders; business conduct and ethics; sustainability; and transparency), with recommended practices under each principle. With respect to practices that align with the principles espoused in relation to “Governance”, principle 26 of the NCCG expressly requires companies to pay adequate attention to sustainability issues, including environmental, social, occupational, and community health and safety issues. To do this, the NCCG recommends the establishment of policies and practices regarding the social, ethical, safety, working conditions, health, environmental and anti-corruption responsibilities of the company. The board of directors is required to monitor the implementation of these policies and report on the extent of compliance with the same. Further, other corporate practices required of Nigerian companies include promotion of board diversity; regular corporate governance evaluation; fair, responsible and transparent remuneration; implementation of sound audit, risk management and whistle-blowing frameworks; and regular shareholder engagement.

www.esq-law.com

Esq Legal Practice | 21

S/N

MANDATORY OBLIGATIONS

REFERENCE STATUTES/ REGULATIONS

COMPLIANCE REQUIREMENT

ESG disclosures

NCCG and NSE Sustainability Disclosure Guidelines, 2019.

Regarding ESG disclosures, the recommended practices under the NCCG include the inclusion of a corporate governance report (with clear information on governance issues as well as environmental and social risks and opportunities); and a statement by the board on the company’s ESG activities in the annual report of the company. For entities listed on the NSE, the NSE through the NSE Sustainability Disclosure Guidelines, 2019, requires listed entities to adopt sustainability reporting.

Once it is ascertained that the company is the victim, an action can be instituted in the name of the Company to seek redress for such infringement before any High Court where the rights were infringed or are likely to be infringed.

Conclusion

the government by fully embracing their Admittedly, the government societal responsibilities. is chiefly responsible Businesses should therefore for the actualisation of go beyond the obligatory sustainable development; ESG related activities however, if we are to make contained in formal rules and progress in this journey, regulations and voluntarily businesses must partner with incorporate ESG principles

and practices as a key part of their corporate culture. There are varied benefits to be derived by companies that adopt this approach. As declared by the UN Global Impact “Who Cares Wins”73

ABOUT DENTONS Dentons is the world’s largest law firm, connecting top-tier talent to the world’s challenges and opportunities with 20,000 professionals including 12,000 lawyers, in more than 200 locations, in more than 80 countries. Dentons’ polycentric and purpose-driven approach, commitment to inclusion and diversity, and award-winning client service challenge the status quo to advance client interests

22 | Esq Legal Practice

www.esq-law.com

info@greychapellegal.com www.greychapellegal.com

Legal Icon

TRIBUTE TO THE MASTER RAINMAKER GBENGA OYEBODE, MFR With an advanced law degree from the University of Pennsylvania, legal experience at the global law firm White & Case LLP in New York City, and an inhouse position at the Gulf Oil Company (which was later merged with Chevron), Mr. Gbenga Oyebode,MFR possesses a genuine and in-depth understanding of his clients' needs across all sectors and practice areas.

e brings the same entrepreneurial drive to his client matters as he did to the establishment of an outstanding, full-service corporate law company in Nigeria.

EARLY LIFE Gbenga Oyebode was born on March 30, 1959 and he had his secondary school education at Christ's School, Ado Ekiti. He proceeded to study law at the University of Ife (now Obafemi Awolowo University) where

24 | Esq Legal Practice

he graduated with a Bachelor of Laws (LL. B) degree in 1979, and he was admitted as a barrister and solicitor of the Supreme Court of the Federal Republic of Nigeria in 1980. He went on to obtain Master of Laws (LL.M) degree at the University of Pennsylvania in 1982. He was previously employed by White and Case in New York City as an associate between 1982 and 1983 after which he worked at Gulf Oil (now Chevron) in Houston, United States.

Gbenga co-founded Aluko & Oyebode with Bankole Olumide Aluko, SAN in 1993 after leaving Ajumogobia, Okeke, Oyebode and Aluko (Barristers, Solicitors and Notaries) in 1992. Aluko & Oyebode has through the years risen to become one of the largest integrated law firms in Nigeria with over 70 lawyers and three offices in Lagos, Abuja and Port Harcourt. The firm provides a comprehensive range of specialist legal services to a

highly diversified clientele including top-tier Nigerian, international and multinational clients. In his capacity as chairman, Oyebode coordinates the various practice areas of the firm.

PROFESSIONAL EXPERIENCE: Gbenga's extensive experience includes advising several top-tier Nigerian, international and multinational clients on energy and natural resources,

www.esq-law.com

project/infrastructure finance, privatisation and telecommunications. He is currently advising on the Brass LNG project, a joint venture between NNPC, Total, ConocoPhillips and Agip for the construction of a US$3.5 billion liquefied natural gas plant. He has also advised on the US$1.275 billion financing of the ExxonMobil Natural Gas Liquid II project; the US$1.06 billion financing of trains four and five of the Nigerian Liquefied Natural Gas Plant Expansion project; the implementation of the first private Independent Power Production (IPP) project in Nigeria by a major international electricity corporation; and the US$3.5 billion financing of the

www.esq-law.com

NNPC and Mobil Producing Nigeria Unlimited Satellite Oil Field project. Described by IFLR 1000 as one of Nigeria's most prominent lawyers, Gbenga Oyebode, the Co-founder of Aluko & Oyebode, holds over 35 years of experience in corporate and commercial practice, and he has been involved in the negotiation of complex commercial agreements for a wide variety of transactions. Chambers Global has called him a “consummate dealmaker who has received plaudits from clients and peers alike for his corporate expertise.” The 59-year-old spent his early years musing over the promises of life in the civil

Esq Legal Practice | 25

26 | Esq Legal Practice

www.esq-law.com

According to Mr. Oyebode, “the earliest nationalists of Nigerian politics were all lawyers, who used the law that they had learned abroad to change the system in Nigeria to gain independence and push the envelope against colonialism service, a path taken by his father. It was a stable and comfortable job and one had guaranteed employment as well as a good salary. But he was compelled to ponder the possibilities of a riskier profession. Mr. Oyebode's ardent ambition to be able to use law to transform the political system with democracy or to create value was the motivating reason behind his decision to pursue a career in the legal profession from the beginning of his studies. According to Mr. Oyebode, “the earliest nationalists of Nigerian politics were all lawyers, who used the law that they had learned abroad to change the system in Nigeria to gain independence and push the envelope against colonialism”. After graduating from the University of Ife in 1979, he promptly enrolled in the Nigerian Law School, and later went on to pursue his postgraduate degree at the University of Pennsylvania (UPenn) in Philadelphia, Pennsylvania, United States (US): “UPenn showed me that there was another way of doing things and that the

www.esq-law.com

world was broader than the opportunities I had in Nigeria. One of the most important aspects of attending an Ivy League school is the access to the best minds in the world. So, we went to conferences where top capital market thinkers were present, and it was a game-changer. It introduced me to these brilliant brains I'd read about in The Wall Street Journal and The New York Times, and I knew right once that I wanted to be like them”.

BIRTH OF ALUKO &OYEBODE His tenure as an associate at White & Case, one of the world's leading law firms, helped him visualize the type of law firm he wanted to build of his own. According to the 62-year-old Corporate lawyer cum Investor: “American law firms were the type of law firms I thought we could replicate in Nigeria. Their vision for building big

partnerships and for those partnerships to survive named partners was impressive. So, it was very clear where I wanted to go and what I wanted to do. I worked with White & Case for a year and I said to myself it was time to come back home”. While he was gone, his home had changed dramatically. Nigeria had reverted to democracy following years of military dictatorship. The corporate environment was evolving, and skilled individuals were needed to push the envelope and contribute to the development of law and business. Additionally, there were fewer than 10,000 lawyers admitted to practice law in Nigeria, and Mr. Oyebode determined that he would prefer to be one of 10,000 in Nigeria rather than one of a million in the United States. Soon after that decision was made, calamity struck. He

returned to Nigeria just as the crude oil market collapsed and the Nigerian economy began to deteriorate. The democratic administration that prompted Oyebode's return was overthrown in a coup d'état in 1983. However, every cloud has a silver lining. He chose to maintain his faith and persevere and applied for a position with Gulf Oil Company, which merged with Chevron later that year, and spent two years learning about the oil and gas sector. In 1985, Oyebode formed a partnership with friends and established Ajumogobia, Okeke, Oyebode & Aluko, his first law practice. The firm was disbanded after eight years of success owing to internal issues. The series of such occurrences, whether related to the country's economic crisis or disagreements with partners, have all contributed to Mr. Oyebode's current success story. What sets him apart is his ability to maintain his composure in the face of adversity. He has the

What sets him apart is his ability to maintain his composure in the face of adversity. He has the capacity to see beyond the issue at hand and focus more on providing solutions to the problem at hand. That steadfastness has been an invaluable trait for Mr. Oyebode over the years.

Esq Legal Practice | 27

capacity to see beyond the issue at hand and focus more on providing solutions to the problem at hand. That steadfastness has been an invaluable trait for Mr. Oyebode over the years. He went on to establish Aluko & Oyebode with his other partner where perpetual wins translated into mammoth personal gains for the legal mastermind. His story is that of a smart entrepreneur who, spurred by the increase in the proliferation of Western companies in Nigeria, spotted an opportunity in corporate law and has methodically worked to cash in on it.

28 | Esq Legal Practice

www.esq-law.com

Due to his achievements and his contributions to the legal profession in Nigeria, Mr. Oyebode has received numerous awards, honours and gained both local and foreign recognition such as the conferment of one of Nigeria's highest honours which is the Member of the Order of the Federal Republic of Nigeria (MFR) in the year 2000, he was also conferred with the Belgian Royal Honour of 'Knight of the Order of Leopold' in 2007. Due to his achievements and his contributions to the legal profession in Nigeria, Mr. Oyebode has received numerous awards, honours and gained both local and foreign recognition such as the conferment of one of Nigeria's highest honours which is the Member of the Order of the Federal Republic of Nigeria (MFR) in the year 2000, he was also conferred with the Belgian Royal Honour of 'Knight of the Order of Leopold' in 2007. He received INSEAD's inaugural International Directors Network (IDN) Recognition Award in 2020.

www.esq-law.com

Mr. Gbenga Oyebode, SAN, MFR also holds memberships of notable organizations such as: Fellow of the Chartered Institute of Arbitrators (UK) (FCIArb), Nigerian Leadership Initiative (NLI), the Nigerian Bar Association, the American Bar Association, and the International Bar Association (IBA). Gbenga is the past Chairman of the Section of Business Law of the Nigerian Bar Association. Mr. Oyebode sits on boards of companies that he has

invested in as well as boards that he has been invited to join due to his significant expertise in corporate Nigeria. He was Chairman, Access Bank Plc (2005-2015), Director MTN Nigeria Plc (2001-2019), Chairman of Okomu Oil Palm Company Plc, Chairman of PZ Cussons Nigeria Plc and serves on the Boards of Nestle Nigeria Plc, Lafarge Africa Plc (all listed on the Nigerian Stock Exchange), Socfinaf S.A (listed on the Luxemburg Stock Exchange) and he is the Chairman of CFAO Nigeria among others.

Esq Legal Practice | 29

Law

VALUE ADDED TAX(VAT) Written by Advocaat Law Practice

The Value Added Tax Act 1993 (as amended) and Taxes and Levies (Approved List for Collection) Act 1998 were military Decrees which were later deemed to be Acts of the National Assembly by virtue of section 315 of the 1999 Constitution. However, in a recent development, in suit No: FHC/PH/CS/149/2020 between Attorney General for Rivers State and Federal Inland Revenue Service & 1 Ors the Plaintiff challenged the constitutionality and power of the Federal Government to impose and collect taxes outside items 58 and 59 of Part 1, Second Schedule of the 1999 Constitution. One of the taxes affected is the Value Added Tax Act, 1993, CAP. VI LFN, 2004. In the final analysis, the Court granted all the reliefs sought by the Plaintiff in the suit and declared that the power of the Federal Inland Revenue Service (FIRS) to administer, enforce and collect Value Added Tax, Withholding Tax, Education Tax and Technology Tax as unconstitutional. The Plaintiff filed an originating summons on 24th September, 2020 praying the Court to declare unconstitutional, null and void, any tax imposed by Federal Government other than stamp duties and taxation of incomes, 30 | Esq Legal Practice

profits, and capital gains.

powers of FIRS as a Federal Government Agency is limited to administration of these taxes only.

impostion of taxes such as Value Added Tax (VAT), The Plaintiff argued that the Withholding tax, Education tax, and Technology tax by the Federal Government of Nigeria lacks the powers to Federal Government are ultra It was the Plaintiff’s case that vires of its constitutional impose and collect taxes by virtue of items 58 and 59 of powers and therefore null and outside stamp duties and the Second Schedule, Part 1 of void. taxation of incomes, profits, and capital gains and that the the 1999 Constitution, the www.esq-law.com

LAW PRACTICE

The Plaintiff further submitted that the exercise of power by the Federal Government to impose duties or tax beyond the scope delimited to it by the 1999 Constitution is unconstitutional , null and void. The Plaintiff also stated that the 1st Defendant is aware that the Federal Government is not empowered to collect VAT and that is why it wrote a letter dated the 1st of July 2020 (Exhibit KU1) to the National Assembly to allow the 1st Defendant sponsor a Bill to amend the 1999 Constitution to insert VAT as an additional item in item 58 of the Exclusive Legislative List.

Defendant argued that from the community reading of Sections 4(1)-(4) (a) & (b),315(1) (a), 318(1), and items 62, 67 and 68 of the Second Schedule, Part I of the 1999 Constitution, Section 1, 2(a) of Part 3 (Supplemental and Interpretation) of the 1999 Constitution, the National Assembly has expansive powers to enact legislations to cover all the referenced taxes in the Originating Summons. The 1st Defendant argued that the provisions of items 58 and 59 of the Second Schedule of the 1999 Constitution cannot override the provisions of sections of the 1999 Costitution and submitted that where there is a conflict or contradiction between the In opposition to the Originating Summons, the 1st schedule and a section of an

www.esq-law.com

enactment, the section prevails. The 2nd Defendant’s argument in opposition to the Originating Summons is substantially similar to that of the 1st Defendant. The 2nd Defendant argued that by items 58,59, 67 and 69 of the Second Schedule, the National Assembly is given very wide powers to enact laws on taxation. The 2nd Defendant further argued that by items 67 and 68 of the Second Schedule, the National Assembly has the powers to impose any tax connected to all the items in the Exclusive Legislative List and that these taxes include VAT, Withholding tax, education tax and technology tax. The

2nd Defendant contended that these taxes were rightly imposed by the National Assembly and are validly administered by the 1st Defendant. In addition, the 2nd Defendant submitted that by the doctrine of covering the field, if any law made by the House of Assembly is inconsistent with any law valdily made by the National Assembly, the latter will prevail and the former shall, to the extent of its inconsistency, be void. The 2ndDefendant argued that the Plaintiff cannot make laws that is inconsistent with a law enacted by the National Assembly which relates to taxation provided for in the

Esq Legal Practice | 31

Concurrent Legislative List, Part 11, Second Schedule of the 1999 Constitution. The 2nd Defedant further contended that except for taxes and levies provided for in item 9, Part II, Second Schedule of the 1999 Constitution, the Plaintiff or its House of Assembly cannot validly challenge the powers of the National Assembly which is exercised in consonance with items 7 and 8, Part II, Second Schedule of the 1999 Constitution.

The 1999 Constitution has specifically designated taxes that the Federal Government is empowered to impose and collect in items 58 and 59 of Part 1 of the Second Schedule thereof and this must be read to exclude other form of taxes like VAT, Withholding Tax, Education Tax and Technology Tax.

Decision Of The Federal High Court The Court adopted the following issues formulated by the Plaintiff for determination of the suit: Whether the Federal Republic of Nigeria and the Federal Government of Nigeria are entitled to make laws for the purpose of taxation other than for taxation of incomes, profits and capital gains, and if not, whether the 1st Defendant is entitled to enforce and administer laws inconsistent with, or in excess of the authority of the Federal Republic of Nigeria or the Federal Government of Nigeria to make laws? Whether the legislative competence of the National Assembly to impose tax or duties on capital gains, incomes or profits of persons and on documents or transactions by way of stamp duties extends to and includes the power to levy or impose any form of Sales Tax including Value Added Tax or any other form of Levy and if so, whether the power of the Federal Republic of Nigeria to delegate the power of collection of taxes can be

32 | Esq Legal Practice

exercised for the purpose of delegating the duty to any other perosn other than the Government of a State or other authority of a State?

and collection of taxes other than as provided for under items 58 and 59 of the Exclusive Legislative List, (Second Schedule Part 1) and items 7 and 8 of the Whether the Taxes and Levies Concurrent Legislative List (Approved List for Collection) (Second Schedule, Part II), is Decree No. 21 of 1998, now not unconstitutonal, null and Act, in so far as it purports to void? legislate in respect of the responsibility for collection of Having considered all the taxes and levies, assessment parties’ affidavits and

documentary evidence and written submissions with respect to the originating summons, the Court granted all the reliefs sought by the Plainiff in itsOriginating Summons.

Basis Of The Court’s Decision On the first issue, the Court held that the provisions of items 58 and 59 of Part 1 of the

www.esq-law.com

LAW PRACTICE

Second Schedule are clear and unambiguous and the Court is duty bound to give the provisions their literal and ordinary meaning which is that the Federal Government is only empowered to enact law in relation to stamp duties, taxation of incomes and profits and capital gains only. The Court fortified its reasoning by stating that tax law are interpreted strictly

www.esq-law.com

and there is no presumption and no room for intendment relying on the case of Federal Board of Inland Revenue V. Integrated Data Services Limited (2009) 8 NWLR (part 1144), pages 637-638, paras H-C. The 1999 Constitution has specifically designated taxes that the Federal Government is empowered to impose and collect in items 58 and 59 of

Part 1 of the Second Schedule thereof and this must be read to exclude other form of taxes like VAT, Withholding Tax, Education Tax and Technology Tax. The Court alluded to theSupreme Court decision in F.C Udoh & Ors. V. Othopaedic Hospitals Management Board & Ors (1993) 7 NWLR (part 304), page 145, paras. F-G where the court held that where a

statute mentions a specific thing among other alternatives, it is deemed that those not mentioned are excluded. Thus, the Court held that there is no provision in the constitution where Federal Government is given wide powers to make tax laws beyond the limits of items 58 and 59 of Part 1 of the Second Schedule and resolved the first issue in favour

Esq Legal Practice | 33

The Court relied on the Court of Appeal decision in Uyo Local Government Council V. Akwa Ibom State Government & Anor. (2020) LPELR-49691 (CA) where the Appeal Court nullified the Taxes and Levies (Approved List for Collection) Act 1998 for being inconsistent with the provisions of the 1999 Constitution. The Taxes and Levies (Approved List for Collection) Act 1998 being unconstitutional, any tax or levy provided for in the Act is automatically unconstitutional, null and void, except such tax is provided for by the 1999 Constitution or any other law validly made by a competent legislature. of the Plaintiff. On the second issue, the Court held that the provisions of item 7(a) & (b) of Part II, Second Schedule of the 1999 Constitution are clear and unambiguous to the effect that the provisions of item 7(a) & (b) of Part II,

34 | Esq Legal Practice

Second Schedule do not extend the legislative competence of the National Asembly to the imposition of any form of tax outside capital gains, incomes or profits of persons other than companies; and documents or transaction by way of stamp duties. It does

not empower the National Assembly to enact any law to impose any form of sales tax, including VAT and other tax outisde those specifically mentioned in item 7(a) & (b) of Part II, Second Schedule.

Item 7(a) & (b) of Part II, Second Schedule is also unequivocal in limiting the entities to whom the National ssembly can delegate the power to collect such tax or administer the tax

www.esq-law.com

LAW PRACTICE

law to State Government or a State Government Authority. Any delegation to any other person or entity apart from State Government or a State Government Authority shall be null and void. Consequently, the Court resolved the second issue in

Plaintiff’s favour and against for Collection) Act 1998 being the Defendants. unconstitutional, any tax or levy provided for in the Act On the third issue, the Court is automatically invoked the unconstitutional, null and doctrine of Judicial Precedent void, except such tax is in holding that Taxes and provided for by the 1999 Levies (Approved List for Constitution or any other law Collection) Act 1998 is validly made by a competent unconstitutional. The Court legislature. relied on the Court of Appeal decision in Uyo Local Commentary Government Council V. It should be noted that the Akwa Ibom State Government & Anor. (2020) defendants have filed an appeal against the judgement LPELR-49691 (CA) where the Appeal Court in the case under review and we await the Court of nullified the Taxes and Appeal’s decision on the Levies (Approved List for matter. The decision has left Collection) many businesses in limbo as Act 1998 for being to which body and or tier of inconsistent with the government can impose and provisions of the 1999 collect VAT. Constitution. The Taxes and Levies (Approved List

Jacob Famodimu

Lazarus Kalu

Glory Ogungbamigbe

jacob.famodimu@advocaat-law.com

lazarus.kalu@advocaat-law.com

glory.ogungbamigbe@advocaat-law.com

www.esq-law.com

In respect of the Court’s decision on withholding tax, we are of the view that withholding tax is not a separate form of tax but rather, an advance payment of tax, deducted at source from certain transactions and later applied as a tax credit to offset/reduce tax liability where it is not a final tax. Thus, since it is not a separate form of tax, both the Federal and State Government can employ withholding tax system for smooth administration and collection of the form of taxes they are constitutionally empowered to impose and administer

Esq Legal Practice | 35

YEARS OF EXCELLENCE

Three Best Rated “Top 3” Employment, Business, Divorce & Family, Civil Litigation and Estate Planning Lawyers in Calgary

DO YOU HAVE A CASE? REQUEST A CONSULTATION Osuji & Smith Lawyers is known for its friendly team of legal professionals. We are client-focused and also driven to produce practical results for you. For years, our clients have trusted our experience and skill in solving their legal matters. Our skill is based on knowledge of the law and our ability to interpret it depending upon the facts of each case. Our dedicated team of lawyers is constantly striving to ﬁnd unique resolutions for your complex issues. Our oﬃce is conveniently located in Kensington close to downtown Calgary, Alberta. For easy access, we also have free parking available for our clients

OUR SERVICES Employment Law, Civil Litigation Law, Real Estate Law, Family & Divorce Law, Immigration Law, Business & Corporate Law, Wills And Estate, Personal Injury Law

GET IN TOUCH TODAY 403 283 8018 348 14 Street N.W. Calgary, AB T2N 1Z7 info@osujismith.ca www.osujismith.ca

Legalreport ERANOVE ACQUISITION TO BENEFIT AFRICAN ELECTRICITY & WATER PRODUCTION Pan-African private equity company Emerging Capital Partners (ECP) and various other institutions have pulled together to invest in a French company with green energy commitments in Africa. Fund management company AP Moller Capital, thermal energy and wind power investor DEG, and development financial institution the Investment Fund for Developing Countries have joined forces with Emerging Capital Partners to invest in French electricity and water production company Eranove. Eranove is active in the African market, working to provide both electricity and clean drinking water to residents in Africa. A new company named ECP Power & Water Holding will be created via the joint venture. The new entity will invest in and become reference shareholder of Eranove. ECP has been the largest of Eranove's shareholders since 2008. The new investment will

help pave the way for Eranove to boost its electricity and clean water supply to millions of African residents. ECP Power & Water Holding will also prioritise clean energy investments, as it has a clear commitment to the green energy transition and the promotion of responsible and sustainable development across Africa. “This strategic partnership constitutes a key focus for ECP, which has established its position as a long-term investor in the water and electricity sectors on the continent. It is also a growth lever to finance the long-term development of the Eranove Group continuing and further expanding Eranove's strong focus on sustainable and responsible development,”

said Vincent le Guennou, coCEO of ECP and chair of the board of directors of both the Eranove Group and ECP Power & Water Holding, in a statement. Eranove Group, which has had a presence in Côte d'Ivoire for the last few decades, has a turnover of EUR 615 million, as well as an operated electricity generation capacity of 1,250 Megawatts (MW) and produces 306 million cubic metres of drinking water. The company also has 7,800 employees. “This investment in Eranove fits well with our strategy for The Africa Infrastructure Fund, namely, to support sustainable development on the African continent. Supplying reliable and costeffective energy with low

carbon emissions, for corporations and households is a necessity for further development in the continent,” emphasised AP Moller Capital partner Jens Thomassen. Mackenzie Schow, deputy head of equity Africa for DEG, added: “Our investment in Eranove Group is a unique opportunity to support a socially responsible and sustainably profitable institution that will continue to have significant positive socio-economic development impacts in Africa.” French multinational electric utility company Engie acquired a solar power plant in the Northern Cape of South Africa, in March.

ALUKO & OYEBODE ADVISES ALITHIEA IDF ON ITS INVESTMENT IN REELFRUITʼS US$3 MILLION SERIES A FUNDING

advised Alitheia IDF on its investment in the US$3million Series A funding round by ReelFruit, a fast-growing brand involved in the manufacturing and distribution of processed dried fruits and beverage products.

of US$2million. The investment round secured investments from other groups of investors, including Samata Capital and Flying Doctors Healthcare Investment Company.

local and international markets.

Aluko & Oyebode (the “Firm”) is pleased to have

www.esq-law.com

Under the investment round, Alitheia IDF led other investors with an investment

Alitheia IDF is a pioneering private equity fund which invests and grows SMEs led by gender diverse teams, particularly in sectors that The investment proceeds will engage a significant percentbe channelled towards age of women. The fund ReelFruit’s expansion strategy adopts a proactive genderto boost its fruit yields and smart strategy to fund female maintain a steady supply of founders with innovative and high-quality raw materials, scalable businesses. including the acquisition of a new factory to accommodate The Firm’s transaction team the projected increase in its was led by Ayodeji Oyetunde, dried fruit production from 6 a Partner in the Firm’s Private metric tons to 30 metric tons. Equity/Venture Capital practice and he was assisted This expansion strategy is in by Associates, Abisola furtherance of the increasing Akinyemi, Kareemat Ijaiya demand for new varieties of and Gregory Yinka-Gregg. ReelFruit’s products in the

Esq Legal Practice | 37

Deals

Centurion Law Group launches new Energy Transition service offering to support a low carbon future

the year,’’ said CEO of Centurion Law Group, NJ Ayuk.

For developing countries, the critical obstacle has been addressing the widespread use of smart power technologies and ensuring clean, sustainable and cost-effective Foreign investment and electricity in the years to come. international companies have The global pandemic of Covid-19 has negatively impacted our ability to implement this plan, resulting in the energy industry having a low readiness for the energy transition to a lower carbon electricity sector and high uncertainty as to future demand patterns. In addition, new solutions are urgently needed to address Africa’s power crisis and switch on a continent-wide strategy for its recovery and renewal. Such solutions must take into account the energy transition and the utilization of smart power technologies. PanAfrican corporate law conglomerate, Centurion Law Group has launched its new Energy Transition Centre offering to help clients on issues related to strategy, organisation and operations to support a clean energy transition. Aimed at supporting investment into the renewable energy sector on the continent, the Energy Transition Centre describes

the new opportunities of the changing energy mix landscape in Africa and providing a more optimistic and tangible approach.

Oneyka Ojogbo.

With a clear purpose of identifying opportunities along the entire value chain for local beneficiation to Leading the firm’s Energy access global markets, the Transition Centre will be Energy Transition Centre Julius Moerder, Head of encourages the participation Energy Transition Centre, of emerging technologies that support the energy mix, Oneyka Ojogbo, Head of infrastructure gaps, Energy Transition Centre, improving access to energy, Nigeria & West Africa and Leon van Der Merwe, Head of addressing climate change and stimulating economic Energy Transition Centre, growth. South Africa. ‘’Centurion represents oil and gas, energy and mining companies across the continent. We look forward to extending our expertise and delivering to our clients with innovative solutions for the future. The Energy Transition Centre is the one stop shop for international businesses and investors within the renewable energy sector doing and planning on doing business on the African continent,’’ said Head of Energy Transition Centre,

lacked the coordination of strong local partners to their business activities and market entry strategies into emerging markets. The Energy Transition Centre will serve as a one-stop shop for international investors and companies that are entering emerging markets on the African continent by providing comprehensive legal and advisory services around their investment and market entry.

Due to political and regulatory concerns ‘’The launch of our new international businesses often energy transition centre is a still refrain from participating start to a comprehensive and investing into projects in approach to battling energy Africa in a substantial manner. poverty, one that includes gas- This investment gap must be to-power initiatives. More overcome to shape a than a dozen African countries prospering economical future. are already using natural gas We strongly believe the only they produce themselves or way forward will be import from other countries to successful projects on the generate electricity. And new continent that attract further projects are on the way. capital. Ghana, for example, is preparing to launch subIn our current climate, the Saharan Africa’s first LNG-to- abundance of natural energy power plant before the end of

Headquartered in Johannesburg with offices and partners across Africa, Europe and the Middle East, legal conglomerate, Centurion Law Group is a proud sponsor of the upcoming African Energy Week taking place on 9 to 12 November 2021 in Cape Town and facilitate its presence. Centurion is proud to be a key sponsor and partner of the African Energy Week. Africa is brimming with opportunity and, where there is growth and development, Centurion believes that as changemakers, it is essential to play a key role in supporting events like these, that continue to strengthen Africa’s network to enrich countries with skills and knowledge

38 | Esq Legal Practice

www.esq-law.com

resources on the African continent remains mainly unexploited. This means that there is an immense potential to jointly develop projects that can boost the domestic energy market and industry as well as catering the demand for clean energy in other parts of the world to a certain extend. Centurion Law Group’s Energy Transition Centre connects the dots between local energy markets, African companies and international investors and companies. ‘’We need a transition that factors in African goals, concerns and priorities, our new energy transition centre aims to do just that through the implementation of comprehensive advisory and legal services on energy issues to foster Energy Transition on the African continent,’’ added NJ Ayuk. The award-winning firm is well-known for advocating for the African energy industry and the Energy Transition Centre is the consequential next step to help shaping the future in the light of energy transition by boosting investment into the energy sector with the overall goal of making energy poverty history by 2030. We know that international investors need an experienced and reliable local partner to explore opportunities on the continent. Our multidisciplinary team comes with vast experience in crossborder work in the energy sector and is passionate about to play a vital role in Africa’s energy transition journey.

that help bring about sustainable change for Africa. Representing one of Africa’s most promising energy sectors, Centurion law is responsible for leading legal practice and business advisory for a changing world. Zion Adeoye, Managing Director of Centurion Law Group, among other key Centurion partners will attend and speak at the event, offering insights into

www.esq-law.com

ALUKO & OYEBODE ADMITS

ADEOLU IDOWU

INTO THE FIRMʼS PARTNERSHIP The Partners of Aluko & Oyebode are pleased to announce the admission of Adeolu Idowu into the Firm’s Partnership. Adeolu, who will head our Governance Risk & Compliance (GRC) practice, is a seasoned expert with experience across several sectors including Oil & Gas and Telecommunications. At different times, she was a top management executive in the largest telecommunications companies in Nigeria as well as Senior Legal Counsel (Compliance) covering Europe, Africa and the Caspian at a multinational oil and gas service company, amongst others. In these roles, she coordinated the mapping

of legal and operational risks affecting the businesses of these large corporates and helped them achieve significant corporate governance improvements and compliance.

improving the operating environment in Africa’s energy sector. The upcoming African Energy Week event is the epitome event that further positions Africa as a key continent for essential networking and attracting investors that help grow Africa’s economy. The event will drive a discussion on Africa’s gas miracle, pushing a strong narrative on the role of effective regulation and

upstream oil and gas activities in driving continentwide energy sector and economic growth.

She is an alumnus of the London School of Economics and is admitted to the Nigerian Bar. Reginald Udom, Aluko & Oyebode’s Managing Partner said: “We are pleased to welcome Adeolu back to the Firm. She is very conversant

‘’The role of Centurion in the legal sector has always been to ensure leadership in regulating the industry in a way, that allows to maximum investment to flow into the sector and be productive and profitable for all stakeholders. The firm is looking forward to

with our values, having started her legal career with us. Her experience as inhouse Counsel for many years gives her a first-hand understanding of the needs of our clientele and equips her properly to adopt a clientcentric approach in her work. She will be a great value-add to the Firm and we look forward to growing our GRC offering under her supervision.”

providing support from the impactful dialogues to be held in Cape Town,’’ said Managing Director, Zion Adeoye. The pan-African law firm has an established Corporate and commercial Practice that provides comprehensive corporate law advice across the African continent to their clients on all aspects and issues.

Esq Legal Practice | 39

Legalreport

THE UN HIGH-LEVEL DIALOGUE ON ENERGY 2021: ENERGY COMPACTS ON THE PATHWAY TOWARDS A NET ZERO As the European Commission (EC) explained, the UN High-level Dialogue on Energy (HLDE) is quite unique, because it marks the first UN meeting on energy since the United Nations Conference on New and Renewable Sources of Energy in Nairobi in 1981. As the European Commission (EC) explained, the UN Highlevel Dialogue on Energy (HLDE) is quite unique, because it marks the first UN meeting on energy since the United Nations Conference on New and Renewable Sources of Energy in Nairobi in 1981. Whereas the Nairobi Conference already addressed that the “dependence on oil…must gradually be reduced…[and that] policies for the exploitation of new and renewable sources of energy, as well as for energy saving, must accordingly be encouraged”, this year’s conference made this goal more concrete through the announcement of three UN compacts and further compacts by all attendees of this historical conference.

Agency (IEA) on zero emissions roadmaps; 2) a project with the International Renewable Energy Agency (IRENA) on regional energy emission outlooks; and 3) a project with Denmark, Germany, the IRENA and a number of other stakeholders on a ‘Green Hydrogen Compact Catalogue’. As the EC emphasized, all of the latter objectives are closely aligned with the EU’s strategies on climate change and the energy transition.

Timmermans, the EC Executive Vice-President for the European Green Deal, at the 8th Special Session of the African Ministerial Conference on the Environment in December 2020. As Timmermans proclaimed: “[W]e want the Green Deal priorities to be a central part of EU’s future cooperation with Africa…We are working on a comprehensive investment package for Africa to boost investments in areas with strong job creation potential, such as renewable energy, sustainable agriculture, circular economy and digitalisation. An important part of our priorities is to support energy access in Africa. Access to energy underpins the development of key social infrastructures and services, such as healthcare or education. So let’s ensure we get it right from the very start.”

More specifically, they seek to foster the development of the renewables sector worldwide and to promote universal energy access, which arguably constitutes one pillar of the just transition. Especially because the third UN compact foresees supporting the The Three Compacts and the Africa-EU Green Energy Initiative, there is certainly Energy Transition in Africa much research to be done about green hydrogen and its The three UN compacts, which were announced at the suitedness to tackle energy UN HLDE on 24th September poverty in Africa. The Africa2021 relate to: 1) a project with EU Green Energy Initiative was proposed by Frans the International Energy (Frans Timmermans,

40 | Esq Legal Practice

December 2020) Whereas Timmermans’ arguments certainly apply not only to Africa but also to other regions, getting things right from the start requires both research, strategic action, partnerships and investments. All of the latter are not only embedded in the three UN compacts, but also in the compacts of multiple stakeholders who attended the HLDE. The UN High-Level Dialogue on Energy at a Glance Multiple Crises As UN Secretary General António Guterres emphasized in his opening speech of the HLDE on 24th September 2021 in New York, “close to 760 million people still lack access to electricity. Some 2.6 billion people lack access to clean cooking solutions and how we produce and use energy is the main cause of the climate crisis”. In order to achieve both, a rise in living standards and the reduction of climate and health risks, the benefits of the renewables industry must be exploited and used to address the various societal crises, which the world is facing (i.e. health crisis,

www.esq-law.com

Legalreport inequality, poverty, climate crisis, pollution etc.). The cheap cost of solar power and the capacity of the renewables sector to create jobs are only two of the many benefits of renewables. Multiple Actors Guterres opened the HLDE, which was attended by various heads of states, governmental representatives, UN representatives (i.e. from ECA, ESCAP, ESCWA, UNDP, UN-OHRLLS etc.), representatives from other international organizations (i.e. EIB, IEA, IAEA, IMF, GCF, IRENA, OLADE, WHO, WB etc.), philanthropic foundations and investors (i.e. African Development Bank, IKEA Foundation, Rockefeller Foundation etc.), representatives of the private sector (i.e. BrightGreen Kenya, Enel Group, ENGIE etc.) and networks such as ENERGIA. The main dialogues tackled 1) accelerating action to achieve universal energy access and net zero emissions; 2) ensuring just and inclusive energy transitions to leave no one behind; 3) catalyzing finance and investment and; 4) scaling up action through energy compacts. Two special events on raising collective ambition on SDG7 and climate action and a concluding discussion rounded off the event, which was accompanied by the Energy Action Days.

Government of Sierra Leone also mentioned their efforts to provide households with Whereas the aboveclean cooking facilities as the mentioned UN compacts lay first point on their agenda, the foundation for promoting the Nigerian Government referred to its solar power renewables in various locations through large-scale strategy, which will “electrify 5 million homes, schools, projects globally, further hospitals and other public compacts were published utilities” and thereby benefit online during the execution of the HLDE. These compacts “25 million rural and underexplain the particular role of served citizens”. each participant of the HLDE Meanwhile, one priority of with regard to their the Government of Malawi is commitments to SDG7 ‘Affordable and Clean “universal access to Energy’. Whereas Shell transitional, effective wood pledged to “provide reliable stoves” to prevent open fires electricity to 100 million and the Government of people in emerging markets” Zambia has announced that until 2030 and to fully reduce rural electrification will go up from “4,5% to 50% (6,1 the company’s carbon million people)”. In addition, footprint by 2050, Google it will provide “900,000 promised to “purchase cooking stoves by 2025 [to] carbon-free electricity on 4.5 Million people” by 2030 every grid where [they] aiming to make Zambia a operate”. “middle-income nation”. Whereas clean cooking Similar to companies, governments presented their certainly constituted one challenge, which all African ambitious plans to tackle governments addressed climate change and during the HLDE, both the associated crises. Among Dutch Government, the others, the Ethiopian World Bank, Sustainable Government promised to Energy for All (SEforAll) and provide its population with 98,000 biogas digesters and 20 C40 Cities announced their support in this regard. million improved cooking stoves by 2030, while making According to their compact, further announcements to the Dutch Government triple its hydropower commits to facilitating generation capacity and “access to clean cooking for increase its other renewable energy capacity more than 15 45 million people” and times of the current value by “access to renewable electricity for 100 million 2030. Whereas the Multiple Compacts

TEMPLARS has advised African Capital Alliance (ACA), a leading pan-African investment management firm, in respect of its purchase from Development Partners International (DPI) of a 31% equity stake in the multibrand quick-service restaurant group, Food Concepts Plc.

TEMPLARS Advises African Capital Alliance On The Acquisition of a Significant Stake in Food Concepts Plc, owners Of Chicken Republic www.esq-law.com

people, especially through off-grid solar [,]” by September 2030. While executing such an ambitious project in multiple developing countries, the Dutch government intends to additionally focus on local job creation with investments into the energy sector seeking to benefit women, youth and the transparency of supply chains. Similar to the Dutch Government, the German Government has reemphasized its commitment to reduce energy poverty in partner countries. Thereby, the German Society for International Cooperation (GIZ) has energy partnerships with the following countries until 2022: Algeria, Brazil, Chile, China, India, Jordan, Morocco, Mexico, South Africa, Tunisia and affirmed that it is currently “support[ing] 32 developing countries and emerging economies worldwide through technical as well as financial assistance (TA and FA) in their energy transitions with an annual budget of around EUR 2.5 billion”. In addition, its International Climate Initiative (IKI) marks a crucial funding instrument for projects in Africa, Asia, Latin and Central America.

Food Concepts Plc and work with ACA as a strategic partner to drive Food Concepts Plc’s next growth phase and help implement the business’ regional expansion strategy.

The Templars team that advised on the documentation and negotiation of the Food Concepts Plc operates transaction and anti-trust the Chicken Republic, matters was led by Partner PieXpress, and Chop Box Desmond Ogba with support brands in West Africa and has from Osarugue Izekor, gone through rapid expansion Ojuolape Kalesanwo, in recent years growing from Okabonye Chukwuani, 58 to over 180 stores across Bibiana Idabor and Nigeria in the last six years. Olasunkanmi Otuyiga. Following the acquisition, DPI will retain a majority stake in Esq Legal Practice | 41

Country

NEW AFRICAN ARBITRATION LEADERS A Rwandan lawyer leads a new line-up to promote arbitration in Africa on behalf of the International Chamber of Commerce, with a fresh look at North Africa among the items on the agenda. The ICC International Court of Arbitration (ICC) has appointed new members to its Africa Commission for the next three years, as it seeks to build its popularity among African users and grow the use of arbitration.

Ngoga’s predecessor Kamau is an arbitration committee vice-chair of the and a former Mauritius International Arbitration Centre.

The new line-up was announced on 16 September, the inaugural Kenyan The arbitral institution, run Arbitration Day. Addressing the new Commission by the International Chamber of Commerce, has members, the ICC Court’s appointed Rwandan lawyer new president Claudia Salomon, who in July, said: Thierry Ngoga as chair of the new 18-member line-up “The Commission is dedicated of the Africa Commission. to strengthening the He has succeeded arbitration infrastructure in experienced Kenyan Africa and promoting African arbitrator and ICC vicepractitioners and arbitrators. president Ndanga Kamau, ICC’s outreach and capacity who led the Commission for building in Africa is part of the 2018-2021 period. our commitment to providing effective dispute resolution Ngoga, managing partner of services to everyone, Kigali-based Legal Line everywhere.” Partners, is a former legal adviser to the Rwandan The Commission’s remit was Ministry of Justice and the previously limited to SubMinistry of Internal Security Saharan Africa, but has now and is registrar of the Kigali been expanded to incorporate International Arbitration North Africa, as it pursues its Center. He leads a mission to expand ICC Commission made up of 16 services and increase the African nationalities, and 23 number of African arbitrators. further ambassadors from 19 The latter is of particular countries. importance given the significant underSecretary of the Commission representation of African is Paris-based Diamana lawyers in the upper ranks of Diawara, who has spent the arbitrators and arbitration past nine years working for counsel, a situation which led the ICC and has been to by a group of concerned regional director for Africa professionals. since January this year. African parties accounted for

42 | Esq Legal Practice

7% of the ICC’s 2020 cases, but that number could well rise given the amount of large scale infrastructure investment taking place across the continent, particularly through the (BRI).

originally from Somalia; Mouhamed Kebe of Geni & Kebe in Senegal; Won Kidane, an academic with Seattle University Law School in the United States, originally from Ethiopia; independent BeninFrench arbitrator Jimmy Kodo; Namaala Liebenthal of It was notable that the ICC AMW & Co Legal made a point of stating that Practitioners in Zambia; the Africa Commission will work “hand in hand” with its Jimmy Ngoy Tshamala of Barreau de Kinshasa Matete in BRI Commission. Democratic Republic of the The move coincided with the Congo; Tafadzwa Pasipanodya, a Zimbabwean appointment of for the Middle East and Asia, and the partner based in Washington, DC, with US firm Foley Hoag; announcement that the institution will need to select a and Eunice Shang-Simpson of Shangress Limited in Ghana. new head of arbitration and alternative dispute resolution. The Commission is supplemented by the The Africa Commission ambassadors, who are members for 2021-2024 are: variously from Egypt, Algeria, Mohamed Abdel Wahab of Togo, Ghana, Tunisia, Ivory Zulficar & Partners in Egypt; Coast, Morocco, Burkina Faso, Ahmed Abdourahman of Benin, Kenya, Tanzania, Mali, Cabinet Abayazid & Mauritius, Cameroon, Nigeria, Abdourahman in Djibouti; South Africa and Babatunde Ajibade of SPA Mozambique. Ajibade & Co in Nigeria; The Commission is Laura Alakija of Primera Africa Legal in Nigeria; Karim supplemented by the Anjarwalla, managing partner ambassadors, who are variously from Egypt, Algeria, of Africa Legal Network and Togo, Ghana, Tunisia, Ivory Kenyan firm Anjarwalla & Khanna; Sylvie Bebohi Ebongo Coast, Morocco, Burkina Faso, of HBE Avocats in Cameroon; Benin, Kenya, Tanzania, Mali, Mauritius, Cameroon, Nigeria, Lino Diamvutu of Angola’s South Africa and Agostinho Neto University; Mozambique. Angola; Emmanuel Ugirashebuja an independent practitioner from Rwanda; Guled Yusuf, counsel with Allen & Overy in London, but

www.esq-law.com

Country

AFDB Commits To Agribusiness The first partnership meeting for the African Development Bank's Special Agro-Industrial Processing Zones (SAPZ) initiative was held yesterday. The participants of the meeting, which included financial institutions and developers of special economic zones, committed to collaborating in driving Africa’s economic transformation through the acceleration of the development of SAPZs in Africa.

which also included key players in the African agribusiness segment, agreed that agro-industrialisation has the capability of creating job opportunities, increasing productivity in the agricultural sector, creating more wealth and improving people’s quality of life in Africa.

These commitments and discussions are key as “the value of the agribusiness sector is expected to reach USD 1 trillion by 2030” explained Ahmed Bennis, Secretary-General at the Africa Economic Zones Organisation.

Bennis added: “Those of us working in the economic zones sector will work closely This is not the first time the “The stakes are extremely with the African Development high: during this week of the importance of agribusiness in Bank initiative on this huge United Nations Food Systems Africa has come up. In July opportunity.” last year, Roux Wildenboer of Summit, we stakeholders in Absa highlighted how Africa’s SAPZs are useful for focusing Africa’s growth and agricultural sector could in a on agricultural business development need to form a common vision on a road map strong position, if certain processing activities in areas towards agro-industrialization challenges can be overcome. which have high agricultural on the continent,” Dr Beth potential. Furthermore, in December last Dunford, African year, a World Bank Development Bank (AfDB) Dunford stated: “At the AfDB, vice president for agriculture, programme was launched, to we believe that turnkey help Africa’s agricultural human and social projects, such as special agrodevelopment, in a statement. sector cope with climate industrial processing zones, change. are crucial to development. The meeting participators, They bring together the

Templars Advises IFC On Multi Million Dollar Financing For Moove Africa

ecosystem in regional value chains and key commodities, bringing together production, post-harvest, logistics, and processing to feed Africa’s growing cities and export to the world in a sustainable, green, and affordable way.” Participants in the meeting included African ExportImport Bank, Industrial Development Corporation, Africa Finance Corporation, Trade and Development Bank, OPEC Fund for International Development, Africa 50, West African Development Bank, Arab Bank for Economic Development in Africa, Islamic Development Bank, and International Fund for Agricultural Development.

Templars has advised International Finance Corporation (IFC) on its US$20 million financing for mobility fintech company, Moove Africa for the acquisition of up to 1,400 new cars. The acquisition aims to ease heavy vehicle congestion in Lagos and drive sustainable and inclusive economic growth in the city. Moove is a fintech company that provides vehicle financing to mobility entrepreneurs across Africa and is Uber’s exclusive vehicle financing and vehicle supply partner in sub-Saharan Africa. The financing package provided by IFC includes a $10 million loan from its account and $10 million mobilised from partners under the Managed CoLending Portfolio Program (MCPP). The vehicles to be acquired will include a pilot fleet of hybrid cars to support the roll-out of more energy-efficient cars on e-hailing platforms. The Templars team was led by Finance Partner, Zelda Akindele with support from Senior Associate, Ojonugwa Ichaba and Associates Ojuolape Kalesanwo, Promise Madubuobu, and Victor Sameria.

www.esq-law.com

Esq Legal Practice | 43

Country

SANLAM-MTN PARTNER TO ADVANCE DIGITAL BUSINESS IN AFRICA South African mobile telecommunications company MTN Group and Sanlam have formed a strategic alliance to spread the financial services company's insurance and investment offering across Africa. The partnership between Johannesburg Stock Exchange-listed MTN Group and Sanlam will drive the development of a digital insurance and investment offering, which will become a key part of MTN's fintech offering.

“While approximately 46% of Africa's population has access to and uses cell phone services, insurance penetration remains low at less than 5% in most markets except South Africa” stated MTN in a press release announcing the partnership The aim is to provide greater in August. access to these services for individuals across South MTN hopes to accelerate its Africa, particularly those insurance technology who have experienced (insurtech) offering across difficulty in accessing these the continent, via Sanlam's services via traditional geographical and licensing routes in the past. reach, and its wide-ranging

Technology

SOUTH SUDAN GETS USD 334 MILLION FROM IMF

product offering. To date, MTN's insurtech business has around 6 million active policyholders, but its aim is to achieve 30 million policyholders by 2025. For Sanlam, the strategic collaboration will create a better opportunity to widen the reach of its products, and to expand its operations in Africa by offering insurance to MTN's existing customers.

“It gives us great pride to be able to partner with MTN to build the best possible range of solutions in the insurance and investment arena for consumers. We anticipate strong long-term growth in mobile financial services and insurance and investments are no exception to this” said Sanlam's CEO Paul Hanratty in a statement. MTN 's president and CEO Ralph Mupita added: “MTN Group is equally excited to be partnering with Sanlam in driving financial inclusion across the continent and providing customers with

The International Monetary Fund has granted South Sudan USD 334 million. Under its general allocation of Special Drawing Rights (SDR), the International Monetary Fund (IMF)'s board of directors has approved the giving of USD 334 million to South Sudan. The allocation, which came into effect on 23 August, has been granted to South Sudan at a time when it is simultaneously implementing necessary economic reforms including monetary and foreign exchange market measures. The finance secured from the IMF will address budget

34 | Esq Legal Practice 44

www.esq-law.com

Country

TEMPLARS advises Lagos Free Zone Company on N10.5bn Corporate Infrastructure Bond TEMPLARS advised the Lagos Free Zone Company (LFZC) on the landmark issuance of its debut =N=10.5 billion 20-year Series 1 Infrastructure Bond under a =N=50 billion programme. The issuance is guaranteed by Infracredit and represents a market-leading issuance as the 1st 20 year (non-FG or Subsovereign issued) corporate bond issuance in Nigeria. This is also the 1st to be approved by the Security and Exchange Commission as an Infrastructure bond for the development of an industrial hub. insurance and investment As Africa continues to make products tailored to the needs huge technological of the African consumer.” advancements, the question of whether fintech regulation is Mupita also described Sanlam progressing at the same level was considered in an event as “the ideal partner as the leading insurance and held by Bowmans and investment business across Afriwise, last month. Africa, and with partnership key to its strategic and execution approach”.

This issuance marks a significant investment milestone in the implementation of LFZC’s long term strategy to develop the foremost industrial hub in Nigeria, which will serve as a base for leading Nigerian manufacturers and businesses and an entry point for global players seeking a foothold in West Africa. The TEMPLARS team was led by Partner, Zelda Akindele supported by Associates, Promise Madubuobu, Michelle Eigbobo, Osahon Omoruyi and Jeremiah Ojo.

In the initial stages after the formation of the partnership, Mupita will chair the strategic alliance, with Hanratty acting as deputy chair.

support and the economic effects of the Covid-19 pandemic.

Governor of Bank of South Sudan, Hon Dier Tong Ngor, said in a statement that the “Our current economic finance secured by the IMF stabilisation efforts have been “and the improving oil supported by the significant revenue will substantially recovery of oil prices and the boost the country's foreign two IMF disbursements under exchange reserves”. the Rapid Credit Facility in November 2020 and March He added: “The increase in 2021 for combined financing reserves will help build of USD 225 million” explained external resilience and sustain the Bank of South Sudan in a the current reforms in the press release announcing the foreign exchange market. investment on 25 August. Building reserves, in turn, is expected to facilitate price Collectively, these efforts have stability and investment flows led to positive change by going forward. It will also helping South Sudan overimprove liquidity and gain come the effects of Covid-19, enough policy space to battle help to stabilise the exchange the pandemic while mounting rate, and increasing the an inclusive recovery. As such, government's ability to reduce the allocation will contribute salary arrears. to the sustainability of the www.esq-law.com

current economic and foreign exchange reforms.”

African law firm Centurion Law Group became the first The governor also noted the foreign firm to move into “commitment to transparency, South Sudan via an alliance good governance, and with local outfit Awatkeer accountability in the use and Law Chambers in 2017. The reporting of South Sudan's alliance was significant as the SDR allocation”, adding: firms were set to represent “Contacts with the IMF will government, private and NGO continue to discuss the clients and target what optimal use of the SDR Centurion then called the allocation, including building “huge economic potential” of international reserves and the country. supporting our economic reforms and foreign exchange stabilisation.”

Esq Legal Practice | 45

Towards New Partnerships & Leadership in Renewables: Zooming behind the IRENAʼs Partnership with ENI As the International Renewable Energy Agency (IRENA) announced just two weeks ago, it has entered an ambitious three-year partnership with the integrated energy company ENI, which is headquartered in Rome, Italy, and operates in at least 68 countries and 6 regions (i.e. Latin America, North America, Eurasia) worldwide including in 14 countries in sub-Saharan Africa and the MENA region. The partnership aims at promoting the use of renewables and fostering the energy transition. This article will provide an overview of the partnership’s goals, ENI’s mission and activities in Africa as well as lessons learned. ENI’s role in the Agreement and Beyond As various sources indicate, the agreement between the IRENA and ENI aims at two underlying goals: To lead the dialogue on the energy transition and to encourage an active knowledge exchange across international borders considering ENI’s experience in renewables including in fossil fuel exporting countries and; To analyze how governments can effectively support the mobilization of private investments in operational countries. The latter objectives show that multinational companies in the renewables industry have recently been challenged with new obligations and taken over a distinct role in relation to environmental, social and governance-related targets (ESG). More concretely, their task is to hold governments accountable and demand that policies not only work on paper, but in practise. Beyond that, huge multinational companies such as ENI could arguably take over the role to lobby for the inclusion of microbusinesses and SMEs in future policy objectives, action and operational plans. Especially, because policy46 | Esq Legal Practice

makers have set the bar high to reach a net zero by 2050, public funding must be accessible and effectively address the diverging needs of businesses in the renewables field.

tively, local populations in company politics, capacity building activities and project monitoring play an ever more important role. Since the latter activities benefit businesses, civil society and governments alike, the energy transition Hence, while ESG criteria are requires effective cooperation traditionally used to assess between the public and investments, business private sector. The performance and due cooperational project between diligence, such analyses also ENI and the IRENA could be provide insights into policy regarded as one of the many gaps at various levels (i.e. pilot projects at this interseclocal, regional, interregional). tion. As information about business operations and their ENI’s Mission in Africa particular impact becomes Africa’s Integration into the more transparent and more readily available, businesses Biofuel Value Chain in the renewables sector can As the IRENA’s most recent identify common problems, press release explained, ENI analyze and prove, where and the IRENA will work failures go back to political and legal challenges (i.e. gaps together towards… in the law, bureaucratic processes and economic “the integration of the African policies). Consequently, they continent into the biofuel are able to demand that value chain through institupolicy-frameworks and tional capacity building, societal infrastructures (i.e. agribusiness and industrial the ‘infrastructures’ needed to development initiatives aimed implement projects in line at the production of advanced with ESG standards – biofuels, helping the decarpolitical, economic, socioeco- bonisation of the transport nomic, legal etc.) are effecsector and promoting tively adapted to support the development opportunities.” private sector in the energy (IRENA, 30 September 2021) transition. The latter does not only prove The latter also highlights the that the expertise of multinaneed for cooperation between tional companies in various businesses in the energy regions as well as in developsector and civil society. Since ing countries, is increasingly state accountability can important for governments, partially be enforced through but also provides hope that multinational businesses, international companies will interregional cooperation and take up the role to ‘localize’ interregional knowledge their operations beyond the exchange; research and content-level. The latter must development, the participainclude learning from African tion of civil society respec-

countries’ expertise in the biofuel field. As the IRENA emphasized in a 2017 report on the “Biofuel Potential of Sub-Saharan Africa”, both South Africa, Ghana, Mozambique, Nigeria and Uganda have acquired experience with technologies in the field of biofuels (i.e.for lignocellulose/starch- and sugar-based feedstock conversion). ENI’s Work in Africa at a Glance Until today, ENI has gathered operational experience in various African countries. Among these are Algeria, Angola, the Republic of the Congo, the Ivory Coast, Egypt, Gabon, Ghana, Kenya, Libya, Morocco, Mozambique, Nigeria, South Africa and Tunisia. In 2020, it invested €36,6 million into sub-Saharan Africa, spent €44,2 million on local development and allocated €16,3 million to support infrastructure development. Thereby, both ENI’s commitment to protect forests in Zambia and to provide training to young entrepreneurs in Ghana, Nigeria and Kenya, shows that ENI is actively working towards tackling environmental and socio-economic issues. Whereas the company has also committed to diversity and inclusion, for instance by training women in de-mining in Angola and by supporting female entrepreneurs in Nigeria, Uganda and Tanzania, the current composition of its management board could be more inclusive of leaders from local African communities. This is not only because of ENI’s new partnership with the IRENA, but also because of other partnerships such as the one between ENI and Ghana’s National Board for Small-Scale Industries (NBSSI) and ENI’s partnership with Standard Bank Mozambique, further diversifying its knowledge production, content, operations and foreign investment strategies with local experts could be beneficial for both sides.

www.esq-law.com

MARSFIELD LP

UNPARALLEDED

LEGAL SERVICES ON A GLOBAL SCALE ABOUT US: At Marsfield LP, our strength stems from the formidable team of legal professional with expertise in different areas of law. We are invested in providing the mist appropriate range of solutions to meet the needs of our clients. For this reason, the firm places the client at the heart of its practice model.

AREAS OF PRACTICE INCLUDES:

Health Law Commercial Law

Corporate Law ADR

Family Law Litigation

+234 806 470 3847 Suite D14 ,Amsalco Plaza , Dunukoﬁa Street, Area 11 , Garki Abuja,

legal@marsﬁeldlp.com www.marsﬁeldlp.com

BUILDING A

BAR FIT FOR

PURPOSE As the bastion of Justice, the Rule of Law and good governance, the Bar has consistently playeda key role in nation building and economic development. However, there has been a decline in the confidence levels of the Nigerian people in NBA's commitment to one its key mandate which to promote and protect the principles of the Rule of Law and respect for Human Rights.Y. C MAIKYAU, SAN, FCIArb (UK) takes a deep dive into the role of lawyers and bar in upholding the rule of law, national development and what the future has in store for lawyers post-COVID-19. Rule of Law is the bedrock of modern societies absence of which can lead to doom. How will you rate Nigeria today in relation to this?

lot more can be done in terms of promoting the Rule of Law in Nigeria. Government, as a matter of Constitutional duty must consistently promote the Rule of Law. This is non-

48 | Esq Legal Practice

negotiable! We as citizens in our various capacities must also play our roles in the promotion of the Rule of Law. On this I must commend the current leadership of the NBA ably led by Mr. Olumide Akpata for being consistent and conspicuous in standing up for the promotion of the Rule of Law. The NBA must continue to lead this charge.

Over the years, It seems there has been a disconnect between the Lawyers and the Society. Many query the role of lawyers in national development, entrenching Rule of Law in Nigeria and ensuring peace and stability in Africa's largest economy. How do you think Nigerian lawyers can properly address this?

To start with, we must acknowledge that whereas lawyers as learned individuals, must remain above board in terms of credibility and integrity, they remain part and parcel of the society. We all admit that there are many challenges in the country which affect all key sectors from Security to Education to the Economy. We are all

www.esq-law.com

affected by these challenges and if you ask me, we are all to blame, as we directly or indirectly contributed to those challenges. What we experience today is a function of the choices we made yesterday; the things we did or omitted to do. However, the journey of a thousand miles begins with a step. We as lawyers ought to be that “right feet” that moves the society forward. To do this, we must look inward. We must introspect on the challenges that confront us as professionals, surmount them and move forward. We must reward the best of us and punish the bad eggs who are bent on defaming us as a body of professionals. We are all witnesses to the infamous conducts of some of our colleagues. Misappropriation of Client's assets; going on television to canvass arguments on matters that are pending in Court, apparently to target particular party or parties in the matters; getting in physical fights on the streets and even in Court rooms; forum shopping – filing an action in Jigawa for the conduct of primaries held in Anambra, just to mention but a few. We know these things. We know our colleagues who engage in such

www.esq-law.com

distasteful conduct- they are our friends and colleagues. We must all come together to deprecate such conducts with a view to reclaim our credibility and glory. Only then can we begin to enjoy the confidence and respect of the larger society. Charity must indeed begins from home and it cannot be different with us lawyers.

What reforms do you think the Bar needs to establish in order to play more active role towards this struggle for the elevation of the Rule of Law and stronger judicial independence in Nigeria? Like I said, we must begin with ourselves as individuals and as a body. Firstly, we must revisit the ethics of our profession and enforce it without fear, favour or sentiments. The NBA must be at the vanguard of identifying and dealing with erring members in order to reclaim the credibility of the profession. The President of the NBA is very strong on this as is obvious from statements issued and actions taken bordering on this issue. We must thereafter engage with critical stakeholders. Whilst the

Esq Legal Practice | 49

We must constantly remind ourselves that the strongmen of today are the litigants of tomorrow. The judiciary is the last hope of the common man and with better engagement, we can consciously continue to make it so. NBA must never back down from confrontation when necessary – it is not always the best option to achieving results. Often times, simple gentlemanly reproach is all that is needed to get things done. We must therefore be willing as a body to engage all relevant stakeholders including the 3 arms of government, on the need for all of us to respect and promote the rule of law. With proper engagements, we can get to understand the basis for certain actions and would be in a better position to either support, oppose or seek for modifications of the actions or decisions. We can only be better for it. As for the Independence of the Judiciary, this is nonnegotiable. The depravity which the judiciary is currently subjected to must stop. I am always saddened whenever I hear or remember that the justices of the Court of Appeal for instance, remain on the same salary from the time of their elevation until they retire. Justices elevated this year receive the same salaries as those that have been on the bench for upward of a decade. This is in addition to the fact that with several divisions of the Court across the Country, a lot of logistics are required to move the justices around.

50 | Esq Legal Practice

The last time the salaries and allowances of justices of the Supreme Court, Court of Appeal, Judges of the Federal High Court, National Industrial Court and State High Courts, was reviewed was in 2007, by the Revenue Mobilization and Fiscal Commission. This is oppressive in all respect and robs the judiciary of its independence with the attendant negative consequence on its impartiality. Despite this, the judiciary in Nigeria has done creditably well but for a few judicial officers that have conducted themselves infamously. We must therefore as a Bar, come together to support every effort at achieving the independence for the judiciary. We must constantly remind ourselves that the strongmen of today are the litigants of tomorrow. The judiciary is the last hope of the common man and with better engagement, we can consciously continue to make it so. Where engagements fail, we can then approach the Courts to make pronouncements on critical issues as a body. I must add that this is presently the approach by the Bar and we must build on it going forward.

One of the major impediments to economic progress in Nigeria has been attributable to the delays and challenges in our Court System. However, many observers have argued that without a strong Dispute Resolution system founded on equity and justice, nothing much can be achieved. How will you assess our Dispute Resolution System today? While I admit that, a strong dispute resolution system is very critical to economic progress in Nigeria, it also true that this is not the only factor that determines economic growth. But talking about dispute resolution as one of those factors, we as lawyers must take responsibility for the bulk of the challenges that face our dispute resolution system. Judges as members of the Bench are themselves lawyers and never cease to be. They only undertake responsibilities or duties different from the roles played by lawyers who are members of the Bar, in the justice delivery system. Talking about dispute resolution through litigation, we can identify the attitudes of some lawyers which cause matters to be delayed and stagnated. Some lawyers take steps

www.esq-law.com

Esq Legal Practice | 51

For now we must identify the emerging opportunities available (fintech, project finance, medical law, intellectual property, data protection, tech, Entertainment, Sports, Agriculture and other emerging areas of legal practice) whilst expanding the known areas. We must help our members grow. without any justification only to foist adjournments by all means on the Courts. Processes are filed with the view to harass and intimidate the opponents, leading to undue delays in the determination of cases. This is true for even disputes which arose from commercial transactions, involving large sums of money. Investment funds are held down by protracted litigations rendering the value of the investments useless at the end of the day. Also, because Arbitration is dominated mostly by lawyers, we have pushed the same attitude into arbitration and other ADR mechanisms, thus making the entire climate hostile to investors. If we as lawyers can overcome these attitudes, we will be in a good position to support the evolution of a sound and investor friendly judicial policy that will attract investments leading to an increase in economic activities in the nation. We can also begin to demand for better working conditions for judges and decongest the dockets of the Courts.

52 | Esq Legal Practice

With COVID 19, the legal market has become even more fluid and it seems lawyers will have to brace up for more hard times ahead. What should be the role of the Bar in increasing access or opportunities for members of the profession? The Covid-19 outbreak as you rightly pointed out has thought us hard lessons. It has changed our world. Most of us were caught snoozing when this phenomenon hit us- now all of us are forced to be reactive. As a body of professionals, we must bound together and reclaim lost grounds in terms of services which hitherto were exclusive to us. We must also be protective of our territory/jurisdiction from external incursions. We are not yet in a position to favorably compete with our colleagues from advanced climes with respect to the limited opportunities and resources available to us as clientele. We hope to get to the point where we can practice “open and free economy” but we are not there yet. For now we must identify the emerging opportunities available (fintech, project finance,

medical law, intellectual property, data protection, tech, Entertainment, Sports, Agriculture and other emerging areas of legal practice) whilst expanding the known areas. We must help our members grow. At the NBA 2017 AGC, there was a session on emerging areas of legal practice where an expert spoke on space law to the astonishment of many of the conferees. With the recent interest in space travels, we can begin to explore these areas. The point I am trying to make is that, we must develop our capacities. We must be deliberate in helping our young members get opportunities and to be gainfully rewarded for their services. We must be proactive and not always be reactive.

How do you think legal tech is affecting the traditional legal system in Nigeria? For every crisis there are opportunities. The Covid-19 outbreak forced many of us and the Courts to take advantage of technology in our legal systems. Proceedings are now being conducted virtually in many Courts, and processes are being so exchanged- as it

should be. We can go even further to normalize noncontentious applications being taken virtually. Electronic Hearing Notices are currently being used to give notice of upcoming proceedings. If we leverage technology correctly, it has the potential of aiding the administration of justice to a very large extent. This we must do as this world is moving and we cannot afford to be left behind.

What are your future forecasts for law firms in Nigeria in view of the disruptions brought about by innovation? I believe that the future of law firms lies in partnerships. This will give birth to more robust firms that are better positioned economically and expertswise to weather the storms ahead. You can see that the big law firms who attract varying classes of clientele have fared better in the hard times. When the Courts were closed, many opportunities opened in tech and a lot of the commercial transactions were happening online as tech was leveraged to get the work done. Whilst the firms that only do the old things we do were out of business, the dynamic firms and lawyers thrived. As Naira continues to fall, many of our colleagues who earn fees in foreign currencies are better positioned to stay afloat. We must all imagine

www.esq-law.com

Esq Legal Practice | 53

a place where firms have several departments and requisite expertise to stay afloat come what may. Dynamism is key and it is in fact the selfish thing to dowe must expand our practice and open our doors

54 | Esq Legal Practice

to new opportunities. Call it survival.

The young lawyers in Nigeria seem to have become endangered species. Lack of motivation, poor pay, lack of access to good paying jobs

and a seemingly neglect by the seniors seem to be the greatest challenges facing young lawyers. Yet over 6,000 new wigs are added every year to the profession. What do you consider as the best approach to meet the

challenges of this future generation of lawyers? I must confess that this trend is quite worrisome to many of us. To start with, I run a firm of about 30 lawyers, all of whom are

www.esq-law.com

Once we are able to perform our roles efficiently as members of the Bench and Bar to engender justice to the society, we will regain our position as vanguards of democratic ethos in Nigeria. It is a herculean task but we must be resolute for the betterment of our society and to bequeath a worthy legacy to the next generation young lawyers if we come to think of it. So, I am quite conversant with the challenges being faced by young lawyers. I am so fazed that I want to keep employing out of share concern but the same young lawyers who now effectively run the office tell me we cannot continue to employ based only on this sentiment and they are right. This is just to tell you I feel the pain too. As for the way forward, I have been privileged to observe at close quarters the enormous capacity of our young colleagues and it is incredible what young lawyers can do. They are clearly smarter and quicker on their feet than the older ones (by the way I am not an old lawyer myself but I cannot claim being a young lawyer based on the NBA parameters). What the young lawyers lack understandably, is the experience which the older ones have by share privilege. Therefore, what must happen as a matter of survival for all of us is that we, the older ones must make ourselves, our platforms and experience available for the young ones to step up and take flight. While it is okay to insist on certain criteria or standards that must be met for employment particularly in law firms, I believe that hardly is there any lawyer called to the Bar that has not

www.esq-law.com

got something to offer. The young lawyer is looking for an opportunity, a platform to express himself. He may not have graduated with a first class or any of the second-class degrees, but give him the opportunity, offer a platform to him and he will do well. When I started law practice, many of my classmates saw me in court and wondered what I came to do and they were right. (a story for another day). But I am here today by the Grace of God, because someone gave me a chance and I made myself available to take it. I remain forever grateful to God Almighty, my parents and my only principal under whom I practiced for 13 years-Senator Danladi Bamaiyi of blessed memory. He was a brilliant advocate. He taught us the practice of law on the altar of honesty and integrity. He would say, “Yakubu, all you need to succeed as a lawyer is 20% knowledge of law and 80% honesty and integrity. If you swap the ratios-80% knowledge of law and 20% integrity, you may appear to flourish but in a short while, you will fizzle out.” Those were Oga's words, as we fondly called him. May his gentle soul continue to rest in peace. What is most important in my humble view, is the interest and availability of the young lawyer to learn the job. We must also understand that the practice of law is not

only about litigation or commercial practice. We have lawyers who are doing excellently well in all fields of human endeavorentertainment, sports, photography, etc. we had a young colleague in our office, very brilliant, who decided to leave and start her farm, she now cultivates watermelon on several hectres of land and has a big fish farm. How we can support such young lawyers should be our major preoccupation. We can take advantage of certain government policies e.g. in agriculture. Nothing stops a lawyer from participating in all the value chains in rice production or other similar projects within the bounds of the ethics and rules of our professional conduct. We must multiply our streams of income as lawyers. This must happen in an atmosphere of mutual understanding and respect. The current NBA leadership has already started this needed integration and I believe we can build on the foundation that is being laid. I challenge my contemporaries and seniors to take up the mantle of mentorship of our brilliant and energetic young minds. I urge that in doing this we exercise patience and understanding of the uniqueness of our young lawyers who are often misunderstood. The older lawyers must take time to understand the peculiar

traits of the younger generation of lawyers and patiently accommodate them in the workspace. Most of what is seen as pride or rudeness with the young lawyers, are merely expressions of generational traits over which they have no control. They are simply being who they are. For instance, many of us never shook hands with our seniors. The few times we did, remain indelible. The young lawyer who extends a handshake to the senior is not necessarily being rude, he is simply being himself. Afterall, they are part of the global village where we have a cocktail of cultures that accommodate such practices. Since we have children who shake hands with their parents, should we not also accommodate their friends or contemporaries who are lawyers, when they extend handshakes to the seniors? I must not be misunderstood to encourage disrespect or being rude to seniors. What I am saying is that, our younger ones must be understood and accommodated within the dictates of the times and seasons that we live without compromising discipline. Having said this, the freedom and energy that comes with younger generation can only translate to value if subjected to the modulation of purposeful guidance and experience of the older ones. We must strive to strike that

Esq Legal Practice | 55

balance. The younger lawyers need more opportunities which we the older lawyers can provide. It is important for the older lawyers to see the young lawyers as partners in the quests for success in our various practices, make the work atmosphere conducive and offer the young lawyers their shoulders to stand on.

Generally, working in some parts of the country especially northern part of Nigeria is a daunting challenge. Being a legal practitioner is even more tasking, considering insecurity posed by Boko Haram, Bandits and other insurgents. What measures has the NBA put in place to ameliorate the hardships faced by lawyers practicing in these zones? This is particularly a tough question, in that the security of lives and properties is the primary responsibility of government. In fact, as citizens and as a body there is little, we can do to this end than simply being security conscious and alert to support what government and security agencies are doing. We cannot trivialize the interventions by the security agencies who are losing personnel on a regular basis. The hardship engendered by these security challenges entail a lot of resources to resettle and support those affected both psychologically and materially.

56 | Esq Legal Practice

However, because the welfare of our members necessarily entail their safety and security and being an important stakeholder in the Nigerian Project, we can engage with security agencies on how we can help perform their duties better. Security is usually a topic at most conferences and discussions these days. We can be more deliberate in coming up with useful resolutions which must then be passed on to relevant agencies as part of our civic responsibility as a body. We must also regularly update our members on the respective security situations around the country and on necessary security measures to be taken. As the Chairman of the NBA Welfare Committee, I am aware of high-level engagements by the President of the NBA, Mr. Apkata on these issues which as you know, are discussed on a need-toknow basis and should not be discussed publicly. Businesses and the Economy are facing lots of challenges in Nigeria today. As the year rounds up and we approach 2022, what do you think will keep the lawyers busy and relevant to their clients? As we prepare to get into the year 2022, let us resolve not only to develop our capacities as I said earlier, but also embrace the 80 – 20 formular my principal

www.esq-law.com

We must be ready to engage critical stakeholders constructively and when occasion demands, speak truth to power! Once we get our affairs right, we will regain public confidence.

prescribed for us. I found this prescription to be true and this I prescribe to everyone too. Thank me later. Lawyers must be ready to unlearn a nd relearn. We must be proactive in identifying emerging opportunities, build capacity and be available and visible to deploy such services. We must demonstrate the capacity to stay one step ahead of the clients in identifying challenges and offering bespoke solutions. This is what many of the top firms have been doing and has kept them going. We must all learn from the vision and dynamism of the 1st tier law firms in Nigeria.

How do you think the NBA can change the perception of the public towards the judiciary in light of the ignoble role that some lawyers play in contributing to the problems of Administration of Justice in Nigeria? My understanding of this question is that, reference to

www.esq-law.com

lawyers is a reference to all legal practitioners either on the Bench or Bar. For those of us who are members of the Bar, I respectfully suggest the adoption of the 80 – 20 prescription. Secondly, for the members of the Bench, I will answer the question with a little story about the Fox and the Cockrel. The Fox is a predator of birds but for the longest time it did not just avoid the Cockerel but fled from the Cockrel upon sighting it, because it believed that the comb on top of the Cockrel's head was fire. The Cockrel noticed this and each time he tried to approach the Fox to find out why it flees from it, it would only end up chasing the Fox the more. On this fateful day, they both caught up in close quarters and the Cockrel made the enquiry. The Fox retorted that it is because of the fire on top of the Cockrel's head. The Cockrel busted into laughter after which the Cockrel got even closer to the Fox and explained to it that the crown is not fire but mere flesh. It even made the Fox feel the texture of the comb just to convince it. From that moment the Fox turned on the Cockrel and it became its favorite prey. That is what

we did to our judiciary. We must all think about this story and acknowledge that we set ourselves up for some of the mess that we now find ourselves and only we can find our way out of the woods. The good thing is that we have what it takes and we can successfully deploy it.

What do you think can be done for the NBA to return to its revered position as vanguards of democratic ethos in Nigeria? In addition to some of my earlier comments, we must introspect on the ignominy that we currently face in many respects, identify where we got it wrong, reengage and reset our targets. As members of the Bar, we are as much affected by what is happening to the Bench. So also is the Bench affected by the challenges of the Bar. The problems or challenges are within our abilities to deal with. We only need to be willing to do so. First, we must never see the problem of the judiciary as “their problem” and for the judiciary to think that “members of the Bar should go sort out themselves”. We (Bench and Bar) must understand that we are

members of the same person called “Justice”, performing different roles. As parts of the same body, it is the combination of what we do within the ambit of the law, that translates to the realization of the essence of the person called “Justice” and that is the ultimate desire of every society. Once we are able to perform our roles efficiently as members of the Bench and Bar to engender justice to the society, we will regain our position as vanguards of democratic ethos in Nigeria. It is a herculean task but we must be resolute for the betterment of our society and to bequeath a worthy legacy to the next generation. We must be ready to engage critical stakeholders constructively and when occasion demands, speak truth to power! Once we get our affairs right, we will regain public confidence.

Esq Legal Practice | 57

HOW TO STRUCTURE YOUR IN-HOUSE LEGAL DEPARTMENT FOR MAXIMUM EFFICIENCY Written by Kara Wen

Businesses are starting to expect more from their general counsel and legal departments, according to Deloitte. They want strategic insights for business growth rather than a tactical focus on legal advice for risk management. With expectations for reduced spend combined with complex and unpredictable legal work, the question becomes; how can you do more with less without sacrificing quality?

he answer? It starts with structure. With thinking and functioning like a business unit. You need to define roles, create processes and automate tasks, and track and collect data at one central point for your legal department to function at its best.

DESIGN DEFINED ROLES FOR TEAM MEMBERS You need to define roles for your team so everyone knows the tasks and responsibilities they are accountable for. Doing this will ensure essential tasks are prioritized and taken care of before less important

58 | Esq Legal Practice

ones. Defined roles also boost staff productivity and satisfaction. A Research Gate study found that a lack of role clarity reduces employee performance and causes employee turnover.

PINPOINT THE STRATEGIC PURPOSE OF YOUR LEGAL TEAM WITHIN THE BUSINESS AS A WHOLE To define team member roles, you need to understand the main legal functions you provide to the business. A corporate legal department's efficiency needs to be anchored around the value it brings.

One way to discover your department's purpose is to examine legal or regulatory risks the business has faced in the past. Categorize matters your legal department has previously handled by type. You'll see which matter types require the most resources, and you can assign dedicated roles and team members to them.

DEFINE ROLES AND THEIR RELATION TO EACH OTHER Once you've defined roles for team members, create an organizational chart that describes who reports to whom.

If one person needs to report to multiple people, define who they should report to for each task. You should also define what work your outside counsel does and who they report to as well. Otherwise, you may pay heavy fees for tasks that could be done in-house.

CREATE PROCESSES FOR ALL TASKS Documented procedures establish a standard for your whole team, so everyone knows which tools and workflows to use for everyday tasks and why they use them. Processes also make it easier to

www.esq-law.com

identify flaws or opportunities for improvement in your workflow.

Identify recurring tasks: Monitor workflow over a defined period to find tasks the same person has done for the same thing, more than three times. Let's say you identify three tasks: performing due diligence for deals, reviewing invoices, and manually tracking spend in excel.

Rank tasks by frequency and importance: Start with high-value tasks that need to be done more frequently. Using our example, we might rank those three tasks in this order from highest value to lowest value: performing due diligence for deals, reviewing invoices, manually tracking spend in excel.

www.esq-law.com

Analyze how those tasks are currently done: Look for similarities between tasks and how they are done. Determine which processes yield the most results, then find room for improvement, if any. Still using our example, we might discover that reviewing invoices and tracking spend are pretty similar. Therefore, we'd merge and automate these two tasks using a spend management solution. Designate your standard process to be the one that yields the best outcome in terms of time spent performing it, costs incurred, efforts needed and results obtained.

employees in highly automated organizations reported improved productivity compared to 59% in highly manual organizations.

Identify easily automated tasks: You've already identified recurring tasks. Some of those are good candidates for automation. You can determine which could be automated by identifying which require little-to-no human supervision or which require little thinking, creative work or human interaction. For example, tasks like contract management, matter intake, reporting and invoicing are great to automate.

DESIGNATE TECH FOR AUTOMATING TASKS AND TRACKING DATA

Choose your automation or tracking software:

In a ServiceNow report for Workflow Quarterly, 80% of

Choose a reliable automation software depending on what you

need to automate or track. Tech like SimpleLegal, for example, automates tasks like e-Billing and tracks spend management, so it would be an excellent fit for a team that needs to spend less time on invoices. Once you've automated tasks, you'll have more time to focus on other, more involved tasks.

ASSIGN A CENTRAL POINT FOR DATA You need to assign a central point for your data— like timekeeper rates and accruals— so there's no inaccurate or missing information during data analysis. Data analysis is important because you can gain valuable insights into your legal department's performance with it. You'll be able to see reports on what you're doing well and what you need to improve.

Esq Legal Practice | 59

These reports will also help you prove your legal department's value to stakeholders.

CHOOSE A DEDICATED LEGAL OPS SOLUTION Consider choosing a dedicated legal ops solution to serve as a central source for your data. As you evaluate a solution, think about the following:

Features: Some fundamental features to look for in an ideal legal ops solution include eBilling, matter management, spend management, vendor management, reporting and analytics. Depending on your priorities, knowledge management may also be a feature to look for.

Some fundamental features to look for in an ideal legal ops solution include e-Billing, matter management, spend management, vendor management, reporting and analytics. Depending on your priorities, knowledge management may also be a feature to look for Data security: Because you deal with a lot of highly sensitive information, you need a solution that's private and secure. While no solution is infallible, SimpleLegal's security policy is exactly the sort of policy you should be looking for.

Integrations: To ensure a seamless workflow, the solution you choose should have an API that allows you to connect other tools you already use.

Once you've chosen a legal ops software and started to collect data, you'll be able to start benchmarking the legal metrics that matter most to your company. This will not only mean you'll have an easier time building and sharing reports with stakeholders, but you'll also be able to improve crossteam collaboration. For example, you'll be able to collaborate with the sales team to simplify contract negotiations and gain control of legal spend with the finance team.

Support: Ease of access: Your solution should, ideally, be cloud-based, so anyone can access it from anywhere, be it on a commute to work or from another branch halfway around the world.

60 | Esq Legal Practice

The ideal solution will also have responsive customer support, whether via phone, email, chat or social media.

STRUCTURE YOUR INHOUSE LEGAL DEPARTMENT TO INCREASE EFFICIENCY

Price:

Proper legal department structuring will help you take your department from juggling limited resources to

The price of the solution you choose should be within your budget.

maximizing all resources. With good structure, your team can focus on doing work that positions your department as a valuable strategic business partner, and the insights you provide can influence decisionmaking. It's the legal operations team's responsibility to scrutinize all legal tasks and find room for improvement. Legal operations is not nearly as effective without a dedicated tech solution that understands what an inhouse department needs to deliver. SimpleLegal has helped legal departments intelligently manage matters, vendors, spend, reporting and more since 2013.

www.esq-law.com

FINANCE UPDATE:

HIGHLIGHTS OF THE CIRCULARS ISSUED IN THE FINANCE INDUSTRY IN AUGUST 2021 The Central Bank of Nigeria (“CBN”) and the Securities and Exchange Commission (“SEC”) issued the following Circulars and updates in August 2021. We hope that you find some of the information useful in your operations. GUIDELINES FOR LICENSING AND REGULATION OF PAYMENT SERVICE HOLDING COMPANIES IN NIGERIA

he CBN has issued Guidelines for Licensing and Regulation of Payment Service Holding Companies (PSHCs) in Nigeria (Guidelines) to facilitate better understanding of the regulatory requirements for the operation of a PSHC in

62 | Esq Legal Practice

Nigeria. These Guidelines were introduced further to the licence categorizations for participants in the payments system and the apex bank's commitment to promote an efficient and credible payments system. Companies desirous of operating more than one payment service licence category are required under the guidelines to set up a PSHC and clearly delineate the activities of its

purposes of investing in approved subsidiaries without engaging in the day-to-day management and operations of these subsidiaries.

subsidiaries

Structure of PSHCs: PSHCs are required to have a minimum of two subsidiaries (which must include a Mobile Money Operation (MMO) and a Switching company), be an entity that is licensed, supervised and regulated by the CBN, have a board consisting of between five (5) and ten (10) directors, and exist solely for the

A PSHC is mandated to have a minimum paid-up capital exceeding the sum of the minimum regulatory capital/total equity of all its subsidiaries where it owns 100% of its subsidiaries, and where a PSHC owns less than 100% of its subsidiaries, its minimum paid-up capital must exceed the summation of its proportionate holding in the subsidiaries

www.esq-law.com

Licensing: New PHSCs are required to apply to the Payments System Management Department (PSMD) of the CBN for the grant of a PHSC licence. Financial Holding Companies who have a payment service provider as a subsidiary and were licensed prior to the issuance of the Guidelines will not be required to make a fresh application for a PSHC licence. Licensing is in two stages, first is the grant of an Approval-InPrinciple (AIP) followed by the grant of the final license.

Commencement of Operations: All PHSCs are to inform the CBN of their readiness to commence operations and such information is to be accompanied with one copy of the PHSC's shareholders' register, share certificate issued to each investor, Enterprise Risk Management Framework (ERMF), internal control policy, the minutes of precommencement board meetings, an opening statement of affairs signed by directors and auditors and the date of commencement of activities.

Corporate Governance: All PSHCs are required to comply with the provisions of the Securities and Exchange Commission (SEC) Corporate Governance Guidelines for publicly quoted companies and listed entities in

www.esq-law.com

The Guidelines is one of many CBN's initiatives to develop and promote an efficient and credible payments system in the country. It is expected that this initiative will enhance efficiency in the payment services ecosystem. Nigeria, where applicable and all applicable CBN Corporate Governance Guidelines. They are further expected to have in place a competent and independent board, with the requisite capacity to provide oversight on internal controls and risk management practices. The PSHC is also required to publish its audited financial statements on its website.

Ownership and Control: Any acquisition of 5% shareholding and above of the PHSC as well as change in control of the PSHC must be approved by the CBN. Loss of control of any of the MMO or the switching and processing company or loss of controlling interest in a subsidiary (where a PHSC has only two subsidiaries), for a period exceeding six (6) consecutive months will result in such PSHC ceasing to be a PSHC and will be required to return its licence to the CBN for cancellation.

Permissible and NonPermissible Activities: The PSHCs are authorized to provide broad policy direction, shared services and/or enter into technical or management service contracts with any of its subsidiaries, with the prior written approval of the CBN. In addition, PSHCs

are not allowed to establish, divest and close subsidiaries, without the prior written approval of the CBN. They are restricted from deriving and or receiving income from sources other than dividend income from its subsidiaries/associates; income from shared services; interest earned from idle funds invested in government securities or placement with licensed financial institutions; patents, royalties and copyrights; profit on divestment from subsidiaries/associates; and any other source as may be approved by the CBN. The Guidelines is one of many CBN's initiatives to develop and promote an efficient and credible payments system in the country. It is expected that this initiative will enhance efficiency in the payment services ecosystem.

EXPOSURE DRAFT OF GUIDELINES FOR REGULATION AND SUPERVISION OF CREDIT GUARENTEE COMPANIES IN NIGERIA The CBN has released an exposure draft of the Guidelines to regulate the activities of Credit Guarantee Companies

(CGCs) in Nigeria (CGC Guidelines). A CGC is an institution licensed by the CBN with the primary objective of providing guarantees to banks and other lending financial institutions against the risk of default by obligors. The objectives of the CBN's CGC Scheme are to improve access to credit for MSMEs, reduce credit risk in lending by providing guarantees to Participating Financial Institutions (PFIs), and stimulate lower interest rates on loans whilst also promoting flexible collateral requirements by PFIs amongst others. Permissible activities for CGCs include provision of guarantee for risk assets, rendering of advisory services for financial and business development, provision of technical assistance to lenders and borrowers and engaging in recovery of the guaranteed sum from defaulting borrowers. The CGC licensing will be done in two stages, the first is the grant of an ApprovalIn-Principle (AIP) followed by the grant of the final license. All CGCs are expected to commence operations with and are required to maintain at all times, a minimum paid-up

Esq Legal Practice | 63

capital of Ten Billion Naira (N10,000,000,000.00) (approximately US$24,365,878), or such other amount as may be prescribed by the CBN from time to time. Credit guarantee schemes have been widely considered as one of the means of addressing the challenge of limited access to credit by MSMEs. This consideration stems from the attractive features of a guarantee as collateral, which include safety, liquidity and freedom from the problems associated with tangible collateral, such as obsolescence, depreciation, verification, perfection and foreclosure. It is expected that with proper implementation of the CGC Guidelines, banks and other financial institutions would be more favorably disposed to offer credit loans to MSMEs seeing as their credit risk will be minimized, thereby mitigating the challenge of access to funding which is usually experienced by the MSMEs.

It is expected that with proper implementation of the CGC Guidelines, banks and other financial institutions would be more favorably disposed to offer credit loans to MSMEs seeing as their credit risk will be minimized, thereby mitigating the challenge of access to funding which is usually experienced by the MSMEs.

CESSATION OF NONPERMISSIBLE ACTIVITIES BY MICROFINANCE BANKS The CBN in a circular issued to Microfinance Banks (MFBs) has directed that

UPDATES FROM SEC:

RISK BASED SUPERVISION FRAMEWORK IMPLEMENTATION & CAPACITY DEVELOPMENT PROJECT 64 | Esq Legal Practice

MFBs desist from engaging in activities outside the scope of their permissible activities such as Wholesale Banking and Foreign Exchange Transactions. The CBN further reiterated that MFBs are strictly prohibited

from foreign exchange transactions as the FX dealings by MFBS pose a significant risk having dire consequences for the financial system stability of the country. MFBs are to note and focus primarily on

he SEC has received a grant from the African Development Bank Group' administered Capital Markets Development Trust Fund to finance the Risk Based Supervision Framework Implementation and Capacity Development Project. According to the SEC, the principal objectives of the project would include the provision of technical assistance and capacity building on selected areas of SEC's operations, support implementation of Risk-Based Supervision framework, and improve the regulatory environment for Securities Markets amongst others.

www.esq-law.com

The Risk-Based Supervision Framework Implementation and Capacity Development Project is expected to strengthen SEC's supervisory tools as well as, develop its capacity to achieve its mandate of investor protection and minimizing systemic risk. providing financial services to retail and/or micro-clients to comply with the extant revised regulation and supervisory guideline of MFBs in Nigeria 2012. MFBs found in default will be subject to severe regulatory sanctions which could be inclusive of a license revocation.

EXPOSURE DRAFT OF THE RISK–BASED CYBER SECURITY FRAMEWORK AND GUIDELINES FOR OTHER FINANCIAL INSTITUTIONS Owing to the reliance of financial institutions on information and communications technology in the operation of their businesses and rising incidences of cyber threats and attacks, the CBN has released a draft framework (Framework) prescribing the minimum requirements that

www.esq-law.com

Other Financial Institutions (OFIs) are required to observe in the development and implementation of strategies, policies, procedures and related activities aimed at mitigating cyber risk. In addition to protecting the confidentiality, integrity and availability of the information that they handle, OFIs are also required to fully integrate a cybersecurity programme into their overall risk management process to avoid the occurrence of financial loss and reputational risk amongst other things. The major highlights of the framework are below:

Cybersecurity Governance and Oversight:

the Board of Directors and members of the OFIs senior management. The OFIs' Board of Directors is vested with the responsibility of providing oversight and leadership to ensure that cybersecurity governance is intelligence driven, proactive, well communicated to all stakeholders and becomes an integral part of the OFIs corporate governance. The framework provides for the appointment of a Chief Information Security Officer (CISO) who must possess relevant information security certifications and meet education and experience requirements provided for in the fit and proper Framework required for OFIs.

This sets the agenda and boundaries for management of cybersecurity by OFIs and set out the responsibilities of

OFIs are mandated to develop a Cybersecurity Strategy and Framework which must address and

UPDATE ON RENEWAL OF REGISTRATION BY CAPITAL MARKET OPERATORS

CMOs that have not renewed their annual registration for the year 2021 do same.

Capital Market Operators (CMO) have been informed by the SEC that the renewal portal has been re-opened from the 12th August 2021 to 31st August 2021 to enable

Penalties for late registration would however continue to accrue from 1st of May 2021. CMOs who fail to renew their registration within the

mitigate cyber risk, provide for compliance with legal, contractual, statutory and regulatory requirements, as well as, align with the OFI's Information Security Management System (ISMS). They are also required to develop an information security and cybersecurity policy.

Cybersecurity Risk Management System: OFIs are to incorporate cyber-risk management with their institution-wide risk management framework and governance requirements which should be based on an understanding of the threats, vulnerabilities, riskprofile and level of risk tolerance of the OFI.

Cyber Resilience Assessment: The Cyber Resilience Assessment is a selfassessment tool to be used by OFIs in evaluating its defense posture and its readiness to tackle cyber security risks. OFIs are to determine their current cybersecurity position at

referenced timeframe would in addition to monetary penalties for continuing violation, be suspended from operating in the market and may also be subject to further sanctions as deemed appropriate by the SEC.

Esq Legal Practice | 65

regular intervals and all gaps identified should be shared with the Board and senior management. OFIs are also required to share a report of the self-assessment with the CBN.

Intelligence (CTI) programme and policy which will proactively identify, detect and mitigate potential cyber-threats and risks.

Monitoring and Reporting: Cybersecurity Operational Resilience: It is mandatory for OFIs to build and enhance their cybersecurity operational resilience and ensure their critical IT infrastructure is capable of preserving the confidentiality, integrity and availability of their information assets.

Cyber-Threat Intelligence and Metrics: OFIs are required to establish a Cyber-Threat

Uchechi Ibeku uchechi.ibeku@advocaat-law.com

66 | Esq Legal Practice

In order for OFIs to ensure compliance and be able to provide feedback on the effectiveness of management controls, the Board and senior management of OFIs are required to put metrics and monitoring processes in place as well as, develop effective reporting and communication channels for dissemination of cybersecurity related information.

The Cybercrimes (Prohibition, Prevention etc.) Act of 2015 (“Cybercrimes Act”), is targeted at criminalizing cybercrime in Nigeria. The Cybercrimes Act has however, not reduced the incidences of cybercrime and has also not encouraged financial services industry players and other cybersecurity stakeholders to report cybersecurity risks. This presented the need for the issuance of Guidelines to complement the Cybercrimes Act. The issuance of the Cybersecurity Guidelines by the CBN for OFIs is therefore commendable.

Linda Asuquo

Glory Ogungbamigbe

linda.asuquo@advocaat-law.com

glory.ogungbamigbe@advocaat-law.com

Whilst it may be impossible to totally eradicate all forms of attacks and the many risks associated with the use of technology by OFIs and other players in the financial services sector, the issuance of this Framework will help OFIs to take precautionary steps in identifying cybersecurity gaps, help them in securing their infrastructure and enable them gather necessary intelligence towards understanding their cybersecurity challenges.

Advocaat Law Practice The Services Room, 3rd Floor Law Union House, 14, Hughes Avenue,Yaba, Lagos, Nigeria. +234 (1) 2714042, +234 (1) 4531004, +234 (1)4547932 info@advocaat-law.com www.advocaat-law.com

www.esq-law.com

WAYS WORKING IN LAW CAN IMPACT YOUR MENTAL HEALTH & STEPS TO AVOID CRISIS

Long hours. Tight deadlines. Aggressive co-workers. Fights with opposing counsel. Pressure from partners to bill more. Pressure from clients to bill less. Pressure to spend more time at home. Endless mandatory social gatherings. These are just a few of the stressors that impact lawyers and other legal professionals daily.

t's no surprise then, that lawyers are suffering from troublingly high rates of depression, anxiety, and alcoholism. Those who work for attorneys — paralegals and other legal professionals — are also suffering. Thus, as we address the top five impacts that practicing law can have on your mental health, we're speaking to all legal professionals. And, perhaps more importantly, the tips we give at the end of this article for avoiding crisis apply to everyone as well.

www.esq-law.com

At the outset, however, we should remind you that we're not doctors or mental health professionals. If you believe you're suffering from any of the conditions set forth in this article, your first call should be to a doctor or therapist.

MENTAL HEALTH CONSEQUENCES OF PRACTICING LAW Anxiety Anxiety is your body's response to mental stress. It can manifest in a variety of ways, such as excessive

worrying, panic attacks, muscle spasms, or dizziness. It's no surprise that legal professionals — whose stress triggers are constant and innumerable — suffer from anxiety at alarming rates. For example, while the global population experiences anxiety disorders at a rate of approximately 4%, nearly 20% of American lawyers suffer from “severe anxiety.”

Depression Despite the thrills of legal practice, the profession can also be depressing. Losing a case, lack of sleep, and job insecurity can all lead to the hallmark signs of clinical depression — i.e., persistent sadness and loss of interest in things one used to enjoy. According to some professionals, depression among legal professionals is reaching epidemic proportions, with roughly 28% of attorneys suffering from this condition.

Esq Legal Practice | 67

Suicide Of course, suicide can be az risk when any mental health condition goes untreated. Legal professionals are not immune from this risk. In fact, lawyers have the 5th highest prevalence of suicide among professional occupations. If you or someone you know is thinking about suicide, please seek immediate help by calling 911 or contacting the National Suicide Prevention Lifeline at 1-800273-8255.

Post-traumatic stress disorder (PTSD) Some might be surprised to hear that PTSD is an issue for attorneys, but it can be. In particular, lawyers can be at risk for what's known as secondary or vicarious trauma. While this condition is most likely to impact lawyers who deal with horrific crimes, it can also affect attorneys who deal with other major life stressors on behalf of their

clients — such as bankruptcy, divorce, or child custody.

Substance abuse It's no secret that lawyers frequently use alcohol and other drugs. The hard numbers, however, are a little shocking. For example, a recent study found that 36.4% of lawyers and judges are “hazardous drinkers,” as measured by their responses to the “Alcohol Use Disorders Identification Test.” Drinking is not the only problem. That same study revealed that lawyers are using substances like sedatives, opioids, marijuana, and stimulants in relatively high numbers. Moreover, of those lawyers who reported using stimulants over the prior year, over three-quarters of them were using those drugs weekly.

HOW TO COMMAND RESPECT WHEN YOU'RE THE NEW HIRE AT A LAW FIRM 68 | Esq Legal Practice

STEPS TO AVOID CRISIS Seek professional help Legal professionals are notoriously bad at (a) admitting weakness, and (b) asking for help. When it comes to your mental health, however, it's time to let go of those antiquated attitudes. The truth is, you don't have to wait until you're in the midst of a crisis to reach out. In fact, the sooner you seek help, the better. Fortunately, the ABA has compiled an exhaustive list of resources for legal professionals suffering from anxiety, depression, substance abuse, and other mental health issues. It's a great starting place if you need information on where to get help.

Explore preventative measures For as bad as lawyers are at asking for help, they're just as good at reading and doing research. On the same

ABA website referenced above, you can also find an impressive list of resources for maintaining your mental health before you have a problem. There, you'll find articles on everything from the importance of good sleep to coping with fear and panic. You don't have to practice every tip for maintaining your mental health but why not find a few that resonate with you and incorporate them into your weekly schedule?

Practice mindfulness here is a growing body of work suggesting that mindfulness is the new superpower. According to the Mayo Clinic, “[m]indfulness is a type of meditation in which you focus on being intensely aware of what you're sensing and feeling in the moment, without interpretation or judgment.” Some experts are suggesting that mindfulness is a particularly great practice for attorneys. While it may

Has there ever been a more bizarre time in law firm history than the last 18 months? We all know it, the pandemic changed everything for legal professionals.

s things slowly—and tentatively—retur n to normal, more than a few legal professionals are returning to the workplace. For many, that means new

jobs at new places with new policies, new colleagues, and new procedures. With so many new hires coming into law firms, how are you supposed to

www.esq-law.com

be hard for many of us to quiet the thoughts rushing through our heads, it might be just the thing we need to maintain wellness.

Exercise We all know that regular exercise improves our physical health. We should also pay attention to the benefits of exercise on our mental health — especially when it comes to depression and anxiety. And guess what? You don't have to run a marathon if that's not your thing. It turns out that you can get the mental benefits of exercise by doing something as simple as gardening or taking short walks.

command the respect you deserve? Here are our top tips for doing just that:

Show you used your off-time wisely We all know it is hard to stay motivated when you're off work. It is much easier to watch movies and cry (my

www.esq-law.com

favorite pandemic pastimes) than it is to do anything to further your career. That said, your involuntary sabbatical is the perfect time for you to learn and master new skills. For example, if you never used eFiling before the pandemic, why not use some of your time off to

learn the ins and outs of eFiling? Likewise, if you've never practiced in the field of construction law but just got a tip on a job in construction litigation, why not study the basics of that field for a few days? As legal professionals, we have no shortage of things we need to be learning. Use

Walk away This may be a controversial tip but since it's one I've personally used, I can vouch for it. You don't have to practice law forever, you know. Law school and the time you've spent practicing have actually made you an ideal candidate for many other careers. I'm not suggesting that you take this tip lightly but if you think this career is breaking your soul, perhaps you should consider something else. You don't have to take my word for it. Many other lawyers have written on the benefits of walking away from legal practice. Read their accounts and consider the option. Who knows? It might be just the recipe for your prolonged mental health.

this time off to make yourself a more desirable employee when the time comes.

Get your wardrobe in shape Even though most of us have been living in sweatpants since approximately March 2020, now is the time to invest in those extra power pieces. If

Esq Legal Practice | 69

GOOGLE'S LATEST BEST PRACTICES FOR PAGE TITLES Page titles should always be unique, catchy and relevant. Writing page titles can be a challenge, particularly for a law firm website. If a page title does not meet the best practices set by Google, the search engine will change the title.

o avoid this situation, Google recently released updated best practices for writing page titles. Here is what you can do to

minimize having page titles replaced. However, be aware that according to Google, they may be replaced anyway.

Google's Best Practices for Page Titles

HOW TO COMMAND RESPECT WHEN YOU'RE THE NEW HIRE AT A LAW FIRM

their career, but it is especially true when starting a new job. Undoubtedly, confidence is a good thing. Arrogance is not. Confidence comes from knowing what you're doing. Arrogance comes from wanting people to think you know what you're doing when you don't. Your new employers know this, so it's a good idea to keep your ego in check. The truth is everyone's patience is worn

thin right now. When you present yourself as anything less than authentic, you may find that people simply want to avoid you.

you want to command respect in your new job, put away your fuzzy slippers and get back into your work attire. This seemingly simple act can't help but have a positive impact on your new job.

Be confident, not cocky This is good advice for legal professionals at any point in

70 | Esq Legal Practice

Clickable titles in search results that take users to pages are known as title

Be a thoughtful observer As you begin your new job, remember this one thing above all else: you don't know anything. Sure, you may have excellent legal training, but you don't know anything about working in this particular workplace.

links. These were once called meta titles or page titles. While it may be confusing, a meta title and a title link are different chunks of text, even though they are often both page titles. How then does Google know what you want your

Considering that, take a week or two to quietly watch and learn what's happening around you. By simply being a thoughtful observer, you will learn how to navigate this new workplace in a way that is beneficial to you and your new employer.

Be tech-savvy Legal technology is constantly evolving. Regardless of how long

www.esq-law.com

title to be? You can illustrate what you want them to feature as the title link by writing descriptive text in the <title> element. Google may or may not use your suggested title; however, the text inside the <title> element will be implemented for search ranking objectives.

Google tips for writing titles:

ž ž ž ž ž ž ž ž

Ensure each page on your law firm's website has its title specified in the <title> element. Make every title different and exclusive. Shun boilerplate text. Be succinct. Bypass long text. Write clear identifying titles. Steer clear of ambiguous titles such as “Home.” Do not repeat text in titles to keyword stuff. Where appropriate, brand your firm's titles by

you've been in the legal profession, today's law firms expect you to be knowledgeable on the technologies that impact their practices. Perhaps this is because their business clients expect the same from their outside law firms. Or maybe it is due to the fact that tech knowledge became critical during the pandemic. Regardless of the reasoning, it can only help you to gain respect in your

www.esq-law.com

Generally, title links consider the content of a page and what references refer to it on the Web. Google attempts to show a title that best represents and describes each page. adding the name of your firm's website in front of them.

How to Avoid Having Your Titles Replaced There may be an issue with your chosen title links, and thus Google may replace them. Some of the most common reasons for the title link search results being different than the <title> element include:

ž ž

Half-empty or incomplete titles or titles missing any descriptive text. Titles that have not been updated to reflect updated content and thus are obsolete. The title does not mirror the main content and is thus inaccurate.

new workplace and be prepared for technical challenges that may come your way.

Be thoughtful about returning to work One of the things many legal professionals are struggling with right now is whether they want to return to an office environment at all. If going back to an office simply doesn't work with your “new normal,” be

The boilerplate text was used repeatedly in the <title> elements for a subset of pages within a website.

It is possible that even if you follow the best practices and avoid the mistakes listed above, Google may still change your title. If Google changes your titles, here is how they do that. Generally, title links consider the content of a page and what references refer to it on the Web. Google attempts to show a title that best represents and describes each page. Google uses the following sources to create title links:

The content in the <title> elements.

honest about that. You may find that your new employer respects your wishes and will allow you to work from home, at least part-time. One sure way to lose respect in your new firm, however, is to return to a place you don't want to be. Over the next few months, more of us than ever before will be walking into new jobs at new law firms. Uncertainties are at an all-

ž ž ž ž ž ž ž

The main visual title/headline as shown on a page. The heading elements, such as h1 elements. The anchor text on a page. The text inside links that point to the page. Any other text on the page. Any other large, prominent content that uses style treatments. The text in links that point to the page.

Writing page titles may seem like a process doomed to failure. However, with Google's new and updated best practices, that is not the case. By following these guidelines, your law firm can create excellent quality page titles to help it rank in search.

time high, opinions about whether we should or should not be returning to the office are all over the map, and it is really tempting to get dragged into the fray. Try to resist the temptation to do that and remind yourself that your main job right now is to gain the trust and respect of your peers. If you can do that, you may just end up with a job that lasts well beyond your expectations.

Esq Legal Practice | 71

A NEW HORIZON FOR DEBTORS & CREDIT PROVIDERS IN LESOTHO According to the Central Bank of Lesotho's (the “CBL”), list of licensed financial institutions for the 2nd quarter of 2021, there were roughly one hundred (100) financial institutions (commercial banks and micro-finance institutions) licensed to provide various credit services to the Lesotho public. In 2019 the micro-finance sector had an asset base of M982.8 million in comparison to only M797 million the previous year.

ue to the nature of the credit industry, especially amongst micro-finance licensees, the cost of credit for consumers is high. This is partially attributable to the uncollateralized nature of the credit products or the costs and administrative burden involved with securing an interest in the collateral provided under a loan agreement. A factor which contributes to the cost and administrative burden of securing a security interest is that, in order to secure a security interest in the movable property of a debtor, the security interest must be “perfected”. A security interest is usually, depending on the type of security interest (lien, pledge, hypothec or notarial bond), perfected by the holder of the security interest taking and holding possession of the movable property. Only once the

72 | Esq Legal Practice

security interest is perfected will it be enforceable against third parties, including other creditors. To address this issue, the Security Interest in Movable Property Act, 2020, (“SIMPA”) was promulgated and commenced on the 6th of August 2021. SIMPA makes it possible for a security interest to be registered in the security registry established by SIMPA. SIMPA will be instrumental in the prioritisation of competing interests in movable property. Credit providers will be able to make a more informed decision when considering granting credit. SIMPA will also prioritise the ranking of competing claims of different creditors against the same security interest. A security interest for the purpose of SIMPA is “right in collateral that secures performance of one or more

obligations”. A security interest is created by a security agreement which is a written contract signed by the security holder, the debtor and/or the debtor's surety. The registration of a security interest at the security registry has the effect of publicising an existing interest and perfecting the right to the movable property without the credit provider needing to take any further action, such as taking possession of the movable property, to make the security interest enforceable against third parties. The security bond holder will have a preferent claim ranking above other creditors' claims if the security interest has been registered in the security registry. Therefore, SIMPA creates an opportunity for credit providers to protect their interest in movable property against third parties,

without having to first take possession of the movable property, in situations where taking possession is impractical or undesirable. An additional benefit created by SIMPA is that the security holder will be able to take possession or control of collateral and dispose of it without legal process if: · the security agreement so provides; or · if the debtor has agreed, in writing, after default, and such possession or control can be taken without a breach of the peace thus expediting the execution process. The security registry may bring with it new opportunities for credit providers and the credit industry as a whole, provided that the license issued to the credit provider by the CBL permits the credit provider to engage in collateralised lending.

www.esq-law.com

Esq Legal Practice | 73

HOW TO DEAL WITH A DIFFICULT BOSS If you've ever worked at a law firm with more than two lawyers, chances are you've encountered a difficult boss. I'll never forget my worst boss. This was his modus operandi:

very evening, just as I was starting to think about leaving the office (usually around 6:30 or 7), he'd show up at my door and say, “Hey, I'm about to get on a phone call, but it's really important that you meet with me before you leave for the night.” Then he'd close his office door for an hour or two, during which he may — or may not — have been on the phone. When he finally opened the door and I inevitably showed up with a notepad and pen, he'd look at me angrily and say, “You're not leaving already,

74 | Esq Legal Practice

are you?” He was a master at doling out the unearned guilt trip.

difficult bosses.

You may have experience with a boss like the one I've described above (or any of the other predictable difficult-attorney types). So, how do you deal with them? While it's tempting to give you tips aimed at saving your sanity–such as meditation, exercise, and aromatherapy–this article focuses on the hard (but realistic) measures you can take to make your workplace and life more tolerable despite your

One of the difficulties in giving blanket advice on dealing with difficult bosses in the legal environment is that legal workplaces are as diverse as can be. If you work in a large law firm with offices in 45 cities worldwide, the protections you invoke will be entirely different from those used by a person working in a smalltown, two-lawyer shop.

KNOW YOUR ENVIRONMENT

With that said, the best first piece of advice we can

www.esq-law.com

provide is for you to honestly assess your work environment. Regardless of the size of your workplace, ask yourself the following questions: Ÿ Is there an Employee Manual I can turn to help guide my actions? Ÿ Do we have a Human Resources Department? Ÿ Do I have mentors I can discreetly and confidentially discuss the problem with? If the answer is “yes,” to any of the above questions, by all means, start there. While you may not love the answers you get from those resources, at least you have a safe place to explore your concerns and options.

KNOW YOURSELF AND COMMUNICATE ACCORDINGLY

www.esq-law.com

knew my boss hated that program, yet I invoked it as often as possible to get away from him. That only served to inflame his distrust in me. While I had every right to work from home, I could have been more communicative with him about the situation rather than just sticking my head in the sand and avoiding him altogether. It may be hard to think about having an honest conversation with your difficult boss. Nonetheless, if you analyze your own role in the difficult relationship and communicate directly with the person, you might be able to make the situation more tolerable for everyone.

THRIVE DESPITE YOUR DIFFICULT BOSS

Far be it from me to victimblame but a big part of assessing any workplace dispute is honestly assessing your role in it. Difficult bosses are what they are, but sometimes we unwittingly (or purposefully) do things to exacerbate the problem.

If you're working in an environment where you have supervisors aside from your difficult boss who may notice your extraordinary efforts, by all means, make yourself a superstar. While it may be hard to motivate yourself to greatness in a toxic environment, the payoff can be worth it.

When I was dealing with the difficult boss described above, in fact, I know I sometimes did things to make him angry. For example, my firm had just launched a new program that allowed associate attorneys to work from home from time to time. I

In truth, you're not the only one who sees that your difficult boss is difficult. That said, if more reasonable managers see that you are thriving despite the challenges of your difficult boss, you may find your way to a better working environment. In

other words, if the good bosses see that you managed to keep your head up in the worst of circumstances, they may seek to recruit you and your positive attitude to their team.

WALK AWAY WITH DIGNITY Not every problem is solvable. Ultimately, your difficult boss may be too much for you. Or perhaps your law firm isn't willing to provide the support you need to make the situation better. Either way, there comes a time when you must decide to simply walk away from a bad situation. Once you make this decision, just be aware that the legal community (no matter where you practice) is small. If you burn one bridge, you may unwittingly burn several. Thus, it is important that if you decide to leave a job, you do so with grace and professionalism. While leaving in a fit of rage may feel good in the moment, that incident can follow you for the rest of your career. Take the higher road. Give plenty of notice. Say meaningful goodbyes to the co-workers who supported you along the way. Once you've done all that, you can go build a top-notch career in an environment that suits you.

Esq Legal Practice | 75

COVID-19 & TAXES: NEW REALITIES

IN AFRICA

IN KENYA, MAURITIUS, NIGERIA, SOUTH AFRICA TAXES Ongoing economic pain wrought by the Covid-19 pandemic has put government revenue under a harsh spotlight. The likely direction to be taken by tax authorities in Africa in a post-pandemic era was discussed in a recent webinar co-hosted by LEX Africa and the South Africa-Nigeria Business Chamber.

ne disconcerting possibility raised was that revenue shortfalls would prompt more aggressive tax collection methods. Palliative measures put in place to provide financial relief to companies and individuals affected by the Covid-19 pandemic have exacerbated revenue woes for African governments. The four panellists at the LEX Africa-SA-Nigeria Business Chamber webinar discussed what might

76 | Esq Legal Practice

happen as governments go in search of new sources of revenue – while still trying to stimulate economic growth. Questions included whether African countries would see more aggressive tax collection, higher and greater numbers of taxes and the erosion of current economic stimulus benefits. There are four main ways governments can raise more income from citizens: introduce new taxes, increase existing tax rates, reduce tax benefits or deductions, and implement

aggressive tax audits to close the net on possible defaulters.

– as well as increases in other areas such as excise duties, Olatunji noted.

Africa tax expert Kunle Olatunji said there were already reports of increasingly vigorous tax collection methods and harassment of companies as officials were pushed to meet revenue targets.

He said Africa's needs were significant, with governments borrowing 66% of GDP in 2020, the highest in 15 years.

He said new taxes should be expected, too. Ghana had already introduced a Covid19 relief levy and digital services and carbon taxes were reportedly on the way

One solution to the revenue problem might not be increasing taxes for those already inside the net but improving countries' tax-toGDP ratios. Currently, the average in Africa is a low 16.5%, compared to the OECD average of 34.3%,

www.esq-law.com

Transfer pricing and price erosion is a big issue in Africa, but concerns were voiced about whether the authorities might exploit existing mistrust between the private sector and government to assume guilt by companies where there was a dispute and they did not have the capacity to rule on such matters. with Nigeria, Equatorial Guinea and Chad the lowest and South Africa, Seychelles and Tunisia at the top of the African list. “This shows the potential of what can be done,” said Olatunji. But governments were more focused on short-term revenue collection than adding long-term value by improving the business environment, which would have a knock-on effect on the tax base, he added. Lawyer Nazima Malik of Kaplan & Stratton in Kenya spoke about what the Kenyan government had offered – and taken away – over the Covid-19 period in terms of tax and other measures. She said palliative measures were put in place with the onset of the pandemic, to alleviate hardship, but many of these were removed early in 2021, even as the pandemic continued unabated.

www.esq-law.com

These measures included an initial reduction of valueadded tax (VAT) from 16% to 14% and a reduction in the corporate tax rate from 30% to 25%. Removal of these concessions brought an outcry from the corporate sector, “particularly because recovery was not yet in sight”. Malik said government actions had been a case of “giving with one hand and taking away with the other” as it had summarily imposed new costs such as a withholding tax on nonresident activity and on marketing services to companies outside Kenya. It had also removed certain exemptions. In the June budget, the Kenyan Treasury had met its revenue collection budget for the first time in a while – after it put the tax tribunal under pressure to clear a backlog of almost 800 cases in two months. This had generated a lot of income for the government.

Transfer pricing and price erosion is a big issue in Africa, but concerns were voiced about whether the authorities might exploit existing mistrust between the private sector and government to assume guilt by companies where there was a dispute and they did not have the capacity to rule on such matters. Nigerian tax lawyer Ivy Osiobe of law firm Giwa Osagie & Co confirmed that Nigeria's tax compliance was very low, with a taxto0-GDP ratio of just 6%. Out of a potential 77 million taxpayers, only 10 million actually paid tax. Problems included lack of decent tax infrastructure and multiple tiers of taxation due to Nigeria's federal system and what Osiobe called a broken social contract between government and citizens. “We have a perverse social contract in Nigeria. Taxpayers say, 'We don't want to pay tax because we are not getting anything

from the government', but the government says, 'If they are not paying tax we don't have to give them our resources'.” Most Nigerian tax comes from just one sector – the oil industry – which contributes just 9% to GDP but 61% of tax revenue. The crash in the price of crude oil as a result of severe retraction during the early period of Covid-19 hit the fiscus hard and resulted in serious forex shortages. “We know that no country can tax itself into wealth, so we need to find long-term sustainable measures to increase revenues,” observed Osiobe. This could be done by increasing the size of the formal sector and, in turn, the number of taxpayers. Nigeria's tax agency, the Federal Inland Revenue Service (FIRS), has been under attack for what many see as its aggressive revenue collection methods, often naming and shaming companies before allegations about tax avoidance have been resolved.

Esq Legal Practice | 77

South African mobile phone company MTN has suffered this treatment in recent times, eventually paying a fee well below what FIRS had alleged it owed. Another South African company, broadcaster Multichoice, is now facing allegations by FIRS of tax evasion relating to tax obligations of a company's heaquarters over services rendered to a subsidiary. The tax authority claims Multichoice owes a massive $4.38 billion in historical taxes. Multichoice, which denies culpability, nevertheless has had to pay 50% of the amount to a tax tribunal just to get its appeal heard. It says the tax authority put the issue in the public domain even before approaching it on the matter. Osiobe said the FIRS was not specifically intimidating investors but the country's low tax base meant large taxpayers were very visible, which made them easy targets. The Nigerian government was trying to increase the tax base by

78 | Esq Legal Practice

improving the ease of doing business, introducing incentives for paying tax and other measures. But a new challenge has been the taxing of digital services, for example, companies providing services in Nigeria where they have a significant economic presence. Dev Erriah of Erriah Chambers in Mauritius said the country had been an international tax centre since 1993, with the aim of attracting foreign investors with very low tax rates so they could use it as a gateway to investment in Africa and other regions. Mauritius has a network of tax treaties with many countries, including 40 in Africa, which has led to allegations that the country is being used for tax evasion. Erriah denied this, saying the aim was to prevent companies paying double tax. The strategy is based on an OECD model. Erriah said concerns emanated from the fact that one country may lose out on tax paid, while another benefits. However, the

details were negotiated on a bilateral basis and would eventually benefit both countries as the situation encouraged foreign direct investment to flow into African countries, which might not otherwise be the case. He said Mauritius would not allow foreign multinationals to use it purely for tax purposes. Transactions routed through the country had to have “substance”. Tax burdens of 33% to 40% were not attractive to investors into Africa and if they could not get a better deal, they were likely to look elsewhere, he said. Mauritian regulations do not enable tax evasion, he said, but the country was on the “grey list” of the Financial Action Task Force because of concerns that its regulatory structure relating to anti-money laundering, counterterrorism and financial counterterrorism did not fully comply with the regulations of the task force. It is fighting to get off the list and a task team will visit Mauritius later this year to review the situation.

Webinar panelists suggested that the African Union devise a tax agreement model for Africa to ensure the continent remained attractive to investors and was not compromised by individual countries' regulations and laws. Malik commented that such an initiative seemed to be a long way off given that, even in East Africa, the regional bloc with the deepest integration efforts on the continent, there was no harmonisation of tax or double-tax treaties among member states – though a common agreement on customs issues was in place. Olatunji said continental tax harmonisation was an achievable goal, but the question was how soon it could be put in place. Currently there was harmonisation of legislation in pockets and the recently implemented African Continental Free Trade Area was accelerating the process. “Once we have trade harmonisation, it will be easier to move to tax harmonization,” he added.

www.esq-law.com

Esq Legal Practice | 79

Escape to Hawaii

80 | Esq Legal Practice

www.esq-law.com

Taking a vacation is important for your mental health. When defense attorneys (or anyone for that matter) fail to manage stress, it can result in depression, anxiety, even substance abuse or anger. Extreme stress will also take its toll on relationships eventually, so it's important to realize as a lawyer that you're not indispensable, and others are capable of handling things while you're away.

1990 study conducted by John Hopkins University found that among more than 100 occupations, lawyers suffered the highest incidence of depression. This should be a strong signal to attorneys in all practices that seeking balance in life and taking much-deserved time off is critical to not only your physical and mental health, but the health of your law www.esq-law.com

practice!

The benefits of taking vacation for lawyers Taking a vacation is the best thing an attorney can do to rest and rejuvenate. Today, we live in a distracted culture – iPads, laptops, smart phones, and other devices make it seem almost impossible to get away. Not only will a real vacation boost

your health and motivation, it will also increase your energy and productivity when you do return to the workplace. Taking time away helps avoid burnout, promotes career satisfaction, and perhaps most importantly helps keep personal relationships healthy and intact. Where do lawyers take summer vacation? More

important than the destination is spending time with family and participating in those hobbies/activities you enjoy most in life whether relaxing on the beach, playing golf, taking a cruise, or even reading a good book. No lawyer is indispensable. It's critical to take a real break from the daily grind and routine. In doing so, you'll Esq Legal Practice | 81

be more successful both in business and life in general, and you'll enjoy a much greater feeling of fulfilment. When it comes to vacation, it's not an option – it's a must-do. Picture yourself going on a week-long beach vacation in Hawaii. You take along your laptop, cell phone, maybe even a few case documents. Every so often you're calling in to the office to check messages, or responding to emails. How is this a vacation, and more importantly, how is it going to go over with your family? Not very well. Can the law firm possibly stay in business while you're away for a few days or a week? If you set it up properly, you can totally unplug and actually relax and enjoy time away at one of the beaches in Hawaii. Surprisingly, Hawaii is actually part of the United States of America and its 50th State. Hawaii was formally annexed as part of the United States two years after the end of the SpanishAmerican war and officially became a state in U.S territory in 1959. Hawaii has always been popular for its beautiful exotic beaches, spotless coastline dotted with

82 | Esq Legal Practice

volcanoes, its ancient culture that includes icons like the hula dance and its rich cuisine. With six major freely visitable Hawaiian Islands namely; Oahu, Maui, Kauai, Hawaii (aka Big Island), Lanai and Molokai – the big question now for anyone visiting Hawaii for the first time is which one of them?

Oahu Home to Hawaii's capital and largest city, Oahu is a pretty unique place, to put it mildly. Where else on earth can you explore dense rainforest and volcanic craters, surf monstrous waves, take-in a multimillion-dollar cityscape, and goof around on a Disney resort?

Halona Blowhole, and much more besides, it gives a great overview of Oahu. Perhaps the first thing that comes to mind when you think of Hawaii is Waikiki. This iconic beach, immortalised in many a movie, is located three miles east of the city. Actually, a series of connecting beaches - Sans Souci, Queen's Surf, Kuhio, Waikiki, DeRussy, and Duke Kahanamoku the sand extends for more than a mile in a near-perfect crescent. You certainly won't be short of things to do here. Waikiki is a buzzing touristoriented beach, with the

Honolulu itself has plenty to satisfy history and culture buffs, including the Iolani Palace and Honolulu Museum of Art. A great way to see the city and historic Pearl Harbour is to take this fascinating four-hour tour in the company of an expert Hawaiian Islands tourist guide. Alternatively, if you fancy mixing culture with nature, this full-day trip around the entire island is the perfect way to do exactly that. Covering Waimea Valley's waterfalls, the beautiful Byodo-In temple,

twww.esq-law.com en.walqse.www

likes of snorkelling and sailing trips, sunset cocktail cruises and surf schools to keep you active and entertained.

Maui Glamourous, scenic and with world-class watersports and whale-watching experiences, Maui ticks a whole lot of boxes. It's home to some of the Hawaiian Islands' swankiest resorts and best beaches, and big on natural diversity too. The island's main tourist area is lively (yet laidback) Lahaina, a waterfront town that was once a magnet for whalers and seamen, with

twww.esq-law.com en.walqse.www

the narrow streets once walked by Mark Twain and Herman Melville now lined with cafés and restaurants. A street segway tour is a fun and family-friendly way to see the town, which is also one of several bases from which to join a humpback whale-watching excursion. When it comes to beaches, you'll be spoiled for choice on Maui. Among its best are Kapalua Beach, Big Beach (officially named Oneloa Beach, or Makena Beach State Park), and La Pérouse Bay, a popular (and pretty) spot for snorkelling and kayaking. If staggering scenery is more

your bag, you'll want to make a beeline for Haleakala National Park. Here on the slopes of Maui's volcano, life is a mix of geologic wonders and cowboy culture, with a thirty-mile system of trails to follow on foot or horseback. Watching the sunrise atop Haleakala volcano is an unforgettable experience, as is driving the winding 64-mile Hana Highway. Not for the fainthearted, this zig-zagging route along Maui's northeastern shore affords incredible views of waterfalls, beaches and tropical rainforests. You could combine seeing a staggering number of Maui's Esq eciLegal tcarp laPractice gel sE |I 683 6

natural hotspots into one trip by taking this epic private tour.

your heart thumping), it's more than worth the effort, Inaccessible to vehicles, the as you'll discover when you Na Pali Coast can be enjoyed reach the Kalalau Beach in a number of ways endpoint. All things considered, Maui is best-suited for active helicopter, kayak, The Big Island adventurers and devoted paddleboard, or boat. For a beach-worshippers - with full-on Jurassic Park plenty of luxury resorts to perspective, they don't come Geologically the youngest of the Hawaiian Islands and lay down your head in style, better than this out-of-thisamong them Montage Putting its dramatic world helicopter trip, which twice the size of all the others combined, Hawaii Kapalua Bay, an elegantly landscape aside (for the also offers incredible views Island (aka the Big Island) is landscaped 24-acre moment, at least), Kauai has of Kauai's other major roughly the size of the US oceanfront resort with a lovely laidback vibe and geological draw - Waimea state of Connecticut. But, luxurious suites. What's feels a million miles from Canyon. Hands down, this being home to just 185,000 helicopter experience is one more, it's primely positioned the hubbub of Honolulu. people, with many towns But drama is what the island of the best ways to explore for sunsets that will take largely unchanged for a does best, as epitomised by Hawaiian Islands in epic your breath away. century, Big Island has more the jaw-dropping pinnacles style. of a rural small-town Kauai of the Na Pali Coast, oftatmosphere. featured in Hollywood Alternatively, this sunset It's not for nothing that adventure films. This sailing trip affords stunning Kauai is known as the Big Island's biggest draw is, coastline is a genuine views of the same coastline “Garden Isle” of the geological wonder - its from the sea. Or, if you're fit unquestionably, the Hawaii Hawaiian Islands. This Volcanoes National Park natural rock spires were (and fearless), you could fertile stunner is mostly made up of its southernmost created by two types of hike the coastline's Kalalau covered in tropical volcanoes - Mauna Loa and erosion after the island was Trail. While this trek is rainforest and, as a result, it Kilauea. Besides its active formed hundreds of difficult (guaranteed to get volcanoes, the park's The least populated of the Hawaiian Islands, Molokai is a haven landscape includes the windswept deserts of Ka'u, for travellers who want to immerse themselves in authentic arctic tundra, and canopied Hawaii, not least because it has the state's highest percentage rainforest. The main attraction of the park is of Native Hawaiians. Kilauea, which has erupted

84 | Esq Legal Practice

typically attracts hikers, nature-lovers and birdwatchers (the island is home to rare species of Hawaiian honeycreepers, such as the black-masked, yellow-andolive 'akeke'e, which is only found in the mountains of Kauai).

thousands of years ago.

www.esq-law.com

triangular-shaped rock just offshore in Hulopo'e Bay. At the heart of a tragic Romeo and Juliet-esque Hawaiian legend, the rock is only accessible by kayak or stand-up paddleboard on days when the water is flat and calm. The bay itself is a nature conservation site, home to spinner dolphins, turtles and a whole lot more besides, and off-limits to nearly all boats. It also happens to be one the best places on the island to swim and snorkel. consistently since 1983. Getting to the part of the park where you can see molten lava takes time most visitors spend a full day doing this.

Lanai

18 miles long and 13 miles wide, to be exact), but it packs a whole lot of diversity into its small size. Privately owned but open to visitors, Lanai was once known for its pineapple production - in the early twentieth century it was the world's largest pineapple exporter, hence its Pineapple Island nickname. Though Lanai's focus has shifted from prickly fruit to luxury resorts, most of the population are descended from plantation workers.

Lanai may be little (a mere

Alongside having its fair

All things considered, the Big Island is ideal for laidback lovers of the great outdoors - people who like their natural wonders explosive, and their towns more understated than, say, Honolulu's hullaballoo.

www.esq-law.com

share of quintessentially Hawaiian palm trees and picture-perfect beaches, Lanai is also home to an eerie red-rock landscape that looks more like something you'd expect to find in the Wild West (or on Mars) than Hawaii. Known as the Garden of the Gods, this unearthly scene of boulders and lava formations look especially spectacular at sunset - the rocks exude blazing orange in the last light of day. Another Lanai must-see is Sweetheart Rock, a

If you love small-island sweetness, otherworldly landscapes and eclectic sights (with ample opportunity to indulge yourself at a luxury resort), Lanai's the one for you.

Molokai The least populated of the Hawaiian Islands, Molokai is a haven for travellers who want to immerse themselves in authentic Hawaii, not least because it has the state's highest percentage of Native Hawaiians. Here

Esq Legal Practice | 85

With three geological anchors - Mauna Loa, Mauna Kamakou and Kauhako - Molokai's landscape is dramatic, and the island boasts both the world's highest sea cliffs and Hawaii's longest continuous fringing reef tourist resorts are few; big bus tours are non-existent. Molokai is quiet, and moves at its own (slow) pace - and therein lies its appeal. Having said that, the island has plenty to attract adventure-seekers. With three geological anchors - Mauna Loa, Mauna Kamakou and Kauhako - Molokai's landscape is dramatic, and the island boasts both the world's highest sea cliffs and

86 | Esq Legal Practice

Hawaii's longest continuous fringing reef. The island is also home to one of Hawaii's greatest hikes - the Pepe'opae Trail. After an hour-long stretch of springy boardwalk, you'll encounter high-altitude mountain boglands and stunted forest before reaching verdant views into two deep valleys along the shore - Wailau and Pelekunu. Molokai's Halawa Valley also offers great

hiking opportunities. The Kalaupapa National Historical Park is a Molokai must-visit, too. Once an isolated colony for Native Hawaiians suffering from Hansen's disease (also known as leprosy), the most thrilling way to take the trail is on the back of a mule. Pala'Au State Park - home to Ka Ule o Nanaho (“Penis of Nanahoa”), a 6-foot-high phallic rock that was formally visited to cure

infertility - offers spectacular views of the former colony from atop the massive cliffs. If you're looking for an authentic, back-to-basics Hawaiian Islands holiday experience - in stunning surroundings, far from the madding crowd, with plenty of opportunities for adventure - Molokai has your name all over it.

www.esq-law.com

Esq Legal Practice | 87

Automobile

7 THE

THE BMW 7 SERIES SEDAN

The BMW 7 Series Sedan stands for selfassured presence, exceptional performance and maximum comfort. As the BMW 750Li powered by a newly developed BMW TwinPower Turbo 8-cylinder petrol engine and with xDrive as standard, it is quite simply created for assuming the leading position.

The Design Of The Bmw 7 Series Sedan

he BMW 7 Series Sedan impresses from the very first moment with its exceptional presence. The self-assured character is primarily underlined by the distinctive front. In the side, the vertical Air Breather emphasizes the height of the vehicle.

88 | Esq Legal Practice

The interplay between the paint finish in Bernina Grey with shimmering amber effect creates an elegance that, when combined with the 20" wheels, delivers a statement of commanding

dynamics. A greeting from the Welcome and Goodbye light staging beckons before you even enter your BMW. The interior welcomes you with exclusive, high-quality www.esq-law.com

Innovative Technologies Be fully up to date while taking the first step: the BMW Intelligent Personal Assistant of the BMW 7 Series Sedan makes it possible. Perhaps you need help, want to find a particular place or read your e-mail while travelling – with “Hey BMW” you start the natural interaction. At the same time, the apps and services of your BMW always remain fully up to date thanks materials which, together with to the Remote Software the innovative connectivity Upgrade. And with the features, produce a hitherto pioneering driving assistance unachieved ambience. systems of the Driving Assistant Professional, such as

www.esq-law.com

the Steering and Lane Control Assistant or the systems of the Parking Assistant Plus, such as the innovative Reversing Assistant, you are ready to take new paths at any time.

The Connectivity Features Arrive while on the move: thanks to the innovative digital services of the BMW 7 Series Sedan. With Connected Navigation you have many options to make your journey even more comfortable and

personalised. BMW Connected ensures a seamless connection between your smartphone and your vehicle, thus allowing you to plan and interact faster. At the same time, you communicate with your BMW quite naturally via your BMW Personal Assistant, incl. offboard speech processing, or you can operate various functions easily via BMW Connected App.

Esq Legal Practice | 89

The Engines

background stories on the BMW of your choice. And of Top performance comes in course, that’s where you’ll also many forms – this is why the find details on design, BMW 7 Series Sedan provides equipment options, services a spectrum of engines. In and technologies of the BMW addition to the BMW 7 Series Sedan. TwinPower Turbo inline 6cylinder power unit, the BMW Service Inclusive extremely powerful V8 and the mighty V12 engines stand All-round carefree travelling out from the crowd in record for electric vehicles: this time. As a plug-in hybrid, the package offers you 100% vehicle is also extremely transparency and convenient efficient. The interplay ease of planning. You select between the 6-cylinder engine, the term of either 4 or 6 years the electric drive and the high- yourself – or a term of 3 years voltage battery of the latest as a leasing customer. The generation results in contents of the service maximum performance package: accompanied by improved Fuel Consumption And Co2 consumption values. Emissions

(combined): 51–47

https://www.dat.de/co2.

The information on fuel consumption, CO2 emissions and energy consumption has been determined in accordance with the prescribed measurement procedure VO (EU) 715/2007 in the version applicable at the time of type approval. The figures refer to a vehicle with basic configuration in Germany and the range shown considers optional equipment and the different size of wheels and tires available on the selected model.

The values are already based on the new WLTP regulation and are translated back into NEDC-equivalent values in order to ensure the comparison between the vehicles. For vehicle related taxes or other duties based (at least inter alia) on CO2emissions the CO2 values may differ to the values stated here. Bmw Brochure App

Experience the world of BMW interactively on your smartphone or tablet. The Further information about the BMW Brochure app contains official fuel consumption and the digital brochures for all current BMW models. Enjoy the official specific CO2 detailed product information, Technical Data emissions for new passenger BMW 750Li xDrive Sedan: brilliant images, spectacular automobiles can be found in Experience the world of BMW Fuel consumption in l/100 km the 'New Passenger Vehicle videos and fascinating (combined): 9.8 interactively on your background stories on the Fuel Consumption and CO2 CO2 emissions in g/km smartphone or tablet. The BMW of your choice. And of Emission Guidelines', which BMW Brochure app contains (combined): 226 are available free of charge at course, that’s where you’ll also the digital brochures for all all sales outlets and from DAT find details on design, BMW 745e Sedan: current BMW models. Enjoy equipment options, services Deutsche Automobil detailed product information, Fuel consumption in l/100 km Treuhand GmbH, Hellmuthand technologies of the BMW (combined): 2.2–2.1 brilliant images, spectacular Hirth-Str. 1, 73760 Ostfildern, 7 Series Sedan. CO2 emissions in g/km videos and fascinating Germany and on

The BMW Brochure app contains the digital brochures for all current BMW models. Enjoy detailed product information, brilliant images, spectacular videos and fascinating background stories on the BMW of your choice. 34 | Esq Legal Practice 90

www.esq-law.com

Esq Legal Practice | 91

LEGAL STYLE STATEMENT Lawyers are traditionally known to wear tailored suits to look professional for their daily responsibilities. However, recent trends in fashion have seen some lawyers working in their offices wearing casual attire. If you're unsure what to wear to the firm or you're looking for a change of appearance, here's a brief overview of dress codes for lawyers.

Dress Code for Male Lawyers Lawyers spend a significant amount of time in office with occasional appearances in court and other public locations (i.e., interviews with clients, research at a library, etc.). There are two dress codes for lawyers which call for either a formal business attire or something more casual. Formal Business Dress Code: Lawyers should wear a white dress shirt which a neutral collared tie beneath their tailored suit. Common suit colours include gray or navy (note: wearing black is 92 | Esq Legal Practice

known to represent funerals which are advised to avoid in the courtroom environment). This lawyer's dress code is meant for court appearances, interviews, meetings with clients, and other business-related activities. Casual Business Dress Code: Here, lawyers can skip the tie and discard the suit to wear something less formal. Wearing a golf shirt or attractive sports shirt with casual trousers or khakis is acceptable. Having a sports jacket, cotton sweater, or a vest can also be a suitable addition. These outfits are common for less formal events and gatherings. Lawyers should remember to wear appropriate shoes. Leather dress shoes are the legal industry's standard

that can be paired with black, brown, dark gray, or navy socks depending on the suit colour. Loafers may also be acceptable in casual days.

Dress Code for Female Lawyers The dress code for female lawyers is a bit more complex. In the history of legal work, women were predominantly providing legal support and not working on legal cases. However, recent years has seen an increase in female lawyers which has led to some controversy over what a woman should and should not be wearing. Regardless of the situation, whether it is a casual event www.esq-law.com

As a general rule of thumb, female lawyers should avoid showing any cleavage and revealing too much leg To keep things simple, females should follow similar guidelines that define male lawyer's dress codes. Expect to wear suits in similar styles and made to fit in a similar fashion as men. However, as an alternative, some law firms allow for skirts to be worn so long as they are not too short.

or a formal court hearing, there are some articles of clothing that female lawyers should never wear. These garments are often forbidden by a law firm's dress code and they include: Ÿ Tight fitting and low-cut tops of any kind Ÿ Shirts with straps, open backs, halter tops, etc. Ÿ Stretch pants, yoga style pants, etc. Ÿ Miniskirts and capris that end above the knee As a general rule of thumb, female lawyers should avoid showing any cleavage and revealing too much leg . To keep things simple, females should follow similar guidelines that define male lawyer's dress codes. Expect to wear suits in similar styles and made to fit in a similar fashion as men. However, as an alternative, some law firms www.esq-law.com

allow for skirts to be worn so long as they are not too short.

Overview of Unacceptable Clothing To help distinguish what can vs. should not be worn, here's a quick list of unacceptable clothing choices that would breach a lawyer's dress code: Ÿ Tight fitting clothing Ÿ Shorts or jeans Ÿ Casual, non-collared shirts Ÿ Sweatshirts, sweat suits, or gym clothes Ÿ T-shirts Ÿ Cargo pants Ÿ Golf shirts emblazoned with logos and images Ÿ Crazy colors or leopard print Ÿ Novelty items (i.e., ties, clips, etc.) Ÿ General Appearance Lawyers are expected to be

Esq Legal Practice | 93

If you work at a law firm, the dress code detailed may be different from what you read above. Every firm reserves the right to create a dress code for their lawyers to maintain the image and professionalism of the firm. This article is meant to provide a general overview of what lawyers should wear and what to avoid. well-groomed when arriving they are not in excess or too at the office or the extravagant. Alternatively, courtroom. wearing cheap jewellery may be frowned upon. Wearing In regards to hairstyle, men strong perfumes, too much are expected to maintain makeup, revealing bra straps shorter hairstyles that are or tattoos, and long nails neat and conservative in should be avoided. style. Facial hair is acceptable as long as it is well groomed. For men, having professional Arriving to work with wild looking tie clips and pins long hair or rugged facial may be suitable for their hair would be inappropriate. attire. Wearing a professional watch would be acceptable. For women, both long and Wearing too much jewellery, short hairstyles are excessive cologne, or acceptable. As long as the revealing tattoos should be style is neat and professional, avoided. there won't be a problem. Briefcases Arriving with untamed, messy styles or brightly While this is not necessarily coloured hair may cause alarm. Also, some limitations lawyer's attire, briefcases play an important part of a may include having hair lawyer's job. Having the longer than their waist and right briefcase to carry legal child-like hairstyles. documents and office supplies while working on Accessories the go should also follow Perhaps this may apply more along with the dress code for to women than men, but lawyers. there are a few dress codes considerations regarding Imagine arriving into the accessories. courtroom with a briefcase showcasing an image of your For women, jewellery and favourite superhero fighting accessories are acceptable if crime.

94 | Esq Legal Practice

Law Firm's Dress Codes If you work at a law firm, the dress code detailed may be different from what you read above. Every firm reserves the right to create a dress code for their lawyers to maintain the image and professionalism of the firm. This article is meant to provide a general overview of what lawyers should wear and what to avoid.

www.esq-law.com

TRAININGS LIMITED

EXPANDYOUR FRONTIERS OF PROFESSIONAL DEVELOPMENT

For enquiries, review requests, and clariﬁcation, send an email to: ESQ TRAININGS LIMITED Block 58A Plot 18A, Omorinre Johnson, Lekki Phase 1, Lagos 08035269055, 09036372603 training@esq-law.com www.esq-law.com

@myesqlegal ESQ Practical Lawyers Academy